rgpt-10q_20190331.htm

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 14, 2019, the registrant had 2,545,163 Class A shares, 623,029 Class I shares, and 1,114,091 Class T shares of $0.01 par value common stock outstanding.

	March 31, 2019			December 31, 2018
Assets
Investment in real estate, net of accumulated depreciation of $1,518,868 and $791,575, respectively	$	97,863,412		$	98,590,705
Investments in real estate-related assets		30,220,237			13,047,225
Cash and cash equivalents		9,275,415			14,046,766
Intangible assets, net of accumulated amortization of $610,951 and $339,907, respectively		12,302,714			12,573,758
Prepaid expenses and other assets		566,165			471,805
Deferred rent receivable		464,684			344,139
Stock subscriptions receivable		117,634			286,918
Due from related party		6,452			—
Total assets	$	150,816,713		$	139,361,316
Liabilities and Equity
Liabilities
Loans payable, net of deferred financing costs of $482,968 and $493,875, respectively	$	51,567,032		$	51,556,125
Intangible liabilities, net of accumulated amortization of $88,353 and $15,278, respectively		3,735,963			3,809,038
Due to related parties		2,076,452			2,742,581
Deferred revenue		540,697			497,457
Distributions payable		497,096			424,967
Accrued interest payable		159,855			159,855
Accounts payable and accrued expenses		22,027			25,384
Restricted reserves		162,129			201,191
Total liabilities		58,761,251			59,416,598
Stockholders' equity
Controlling interest
Preferred stock, $0.01 par value per share, 50,000,000 shares authorized, and 0 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		—			—
Class A common stock, $0.01 par value per share, 160,000,000 shares authorized, and 2,392,700 and 2,116,562 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		23,927			21,166
Class T common stock, $0.01 par value per share, 200,000,000 shares authorized, and 1,057,482 and 939,185 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		10,575			9,392
Class I common stock, $0.01 par value per share, 40,000,000 shares authorized, and 551,490 and 401,639 issued and outstanding at March 31, 2019 and December 31, 2018, respectively		5,515			4,016
Additional paid-in capital		97,891,207			84,467,731
Accumulated deficit and cumulative distributions		(6,055,642	)		(4,737,537	)
Total controlling interest		91,875,582			79,764,768
Non-controlling interests in subsidiaries		179,880			179,950
Total stockholders' equity		92,055,462			79,944,718
Total liabilities and stockholders' equity	$	150,816,713		$	139,361,316

	Stockholders' Equity
																Accumulated
	Common Stock												Additional			Deficit and			Non-
	Class A				Class T				Class I				Paid-In			Cumulative			controlling			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Distributions			interest			Equity
Balance as of January 1, 2018		478,956	$	4,790		225,652	$	2,257		166,296	$	1,663	$	21,136,120		$	(2,270,536	)	$	1,000		$	18,875,294
Common stock		277,143		2,769		137,649		1,376		28,170		281		11,448,511			—			—			11,452,937
Distribution reinvestment		3,244		32		1,571		16		207		3		125,055			—			—			125,106
Offering costs, commissions and fees		—		—		—		—		—		—		(668,046	)		—			—			(668,046	)
Net income (loss)		—		—		—		—		—		—		—			(755,432	)		—			(755,432	)
Distributions declared on common stock		—		—		—		—		—		—		—			(404,764	)		—			(404,764	)
Acquired non-controlling interests		—		—		—		—		—		—		—			—			—			—
Balance as of March 31, 2018		759,343	$	7,591		364,872	$	3,649		194,673	$	1,947	$	32,041,640		$	(3,430,732	)	$	1,000		$	28,625,095

	Stockholders' Equity
																Accumulated
	Common Stock												Additional			Deficit and			Non-
	Class A				Class T				Class I				Paid-In			Cumulative			controlling			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Distributions			interest			Equity
Balance as of January 1, 2019		2,116,562	$	21,166		939,185	$	9,392		401,639	$	4,016	$	84,467,731		$	(4,737,537	)	$	179,950		$	79,944,718
Common stock		263,629		2,636		113,727		1,137		148,278		1,483		13,599,025			—			—			13,604,281
Distribution reinvestment		12,509		125		4,570		46		1,573		16		468,239			—			—			468,426
Offering costs, commissions and fees		—		—		—		—		—		—		(643,788	)		—			—			(643,788	)
Net income (loss)		—		—		—		—		—		—		—			50,657			(70	)		50,587
Distributions declared on common stock		—		—		—		—		—		—		—			(1,368,762	)		—			(1,368,762	)
Acquired non-controlling interests		—		—		—		—		—		—		—			—			—			—
Balance as of March 31, 2019		2,392,700		23,927		1,057,482	$	10,575		551,490	$	5,515	$	97,891,207		$	(6,055,642	)	$	179,880		$	92,055,462

	For the Three Months
	Ended March 31,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	50,657		$	(755,432	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		1,000,580			63,622
Gains from investments in real estate-related assets		(378,318	)		(166,960	)
Amortization of above-market lease intangibles		8,664			7,574
Amortization of below-market lease intangibles		(73,075	)		—
Changes in assets and liabilities:
Proceeds from investments in real estate-related assets		285,349			222,143
(Increase) in deferred rent receivable		(120,545	)		—
(Increase) in prepaid expenses and other assets		(94,360	)		(104,481	)
(Increase) in due from related party		—			(185,836	)
(Decrease)/increase in due to related parties		(1,011,599	)		646,923
Increase in deferred revenue		43,240			—
(Decrease) in restricted reserves		(39,062	)		—
(Decrease)/increase in accounts payable and accrued expenses		(3,357	)		259,874
Net cash used in operating activities		(331,826	)		(12,573	)
Cash flows from investing activities:
Purchase of interest in real estate-related assets		(17,080,113	)		(17,293,930	)
Net cash used in investing activities		(17,080,113	)		(17,293,930	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net		13,468,795			10,970,335
Distributions		(828,207	)		(223,935	)
Net cash provided by financing activities		12,640,588			10,746,400
Net decrease in cash and cash equivalents		(4,771,351	)		(6,560,103	)
Cash and cash equivalents, at beginning of period		14,046,766			7,657,025
Cash and cash equivalents, at end of period	$	9,275,415		$	1,096,922
Supplemental disclosure of cash flow information:
Cash paid for interest	$	603,374		$	46,197
Non-cash financing activities:
Distribution reinvestment	$	468,426		$	125,106
Distributions payable	$	72,129		$	55,723

Rodin Global Property Trust, Inc. (the “Company”) was formed on February 2, 2016 as a Maryland corporation that has elected and qualified to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company’s consolidated financial statements include Rodin Global Property Trust Operating Partnership, L.P. (the “Operating Partnership”) and its operating subsidiaries. Substantially all of the Company’s business is conducted through the Operating Partnership, a Delaware partnership formed on February 11, 2016. The Company is the sole general and limited partner of the Operating Partnership. Unless the context otherwise requires, the “Company” refers to the Company and the Operating Partnership. The Company currently operates its business in one reportable segment, which focuses on investing in and managing income-producing commercial properties and other real estate-related assets.

On February 2, 2016, the Company was capitalized with a $200,001 investment by the Company’s sponsor, Cantor Fitzgerald Investors, LLC (“CFI”) through the purchase of 8,180 Class A shares of common stock. In addition, a wholly owned subsidiary of CFI, Rodin Global Property Trust OP Holdings, LLC (the “Special Unit Holder”), has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units (“Special Units”), which is recorded as a non-controlling interest on the consolidated balance sheet as of March 31, 2019. The Company has registered with the Securities and Exchange Commission (“SEC”) an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (the “Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Offering”). On May 18, 2017, the Company satisfied the minimum offering requirement as a result of CFI’s purchase of $2.0 million in Class I shares (the “Minimum Offering Requirement”). On February 12, 2019, the Company’s board of directors authorized the extension of the term of the Offering until March 23, 2020.

The Company is a commercial real estate company formed to invest in and manage a diversified portfolio of income-producing commercial properties and other real estate-related assets. The Company intends to invest primarily in the acquisition of single-tenant net leased commercial properties located in the U.S., United Kingdom and other European countries. The Company may also originate and invest in loans related to net leased commercial properties and invest in commercial real estate-related securities.

The Company is externally managed by Rodin Global Property Advisors, LLC (the “Advisor”), a Delaware limited liability company and wholly owned subsidiary of CFI. CFI is a wholly owned subsidiary of CFIM Holdings, LLC, which is a wholly owned subsidiary of Cantor Fitzgerald, L.P. (“CFLP”).

The consolidated financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, the accompanying consolidated financial statements contain all adjustments and eliminations, consisting only of normal recurring adjustments necessary for a fair presentation in conformity with U.S. GAAP. Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet. Management believes that the estimates utilized in preparing the consolidated financial statements are reasonable. As such, actual results could differ from those estimates.

The consolidated financial statements include the accounts of the Company, the Operating Partnership and any single member limited liability companies or other entities which are consolidated in accordance with U.S. GAAP. The Company consolidates variable interest entities (“VIEs”) where it is the primary beneficiary and voting interest entities which are generally majority owned or otherwise controlled by the Company. All intercompany balances are eliminated in consolidation.

The Company determines if an entity is a VIE in accordance with guidance in Accounting Standards Codification (“ASC”) Topic 810, Consolidation. For an entity in which the Company has acquired an interest, the entity will be considered a VIE if both of the following characteristics are not met: 1) the equity investors in the entity have the characteristics of a controlling financial interest and 2) the equity investors’ total investment at risk is sufficient to finance the entity’s activities without additional subordinated financial support. The Company makes judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, then a quantitative analysis, if necessary. A qualitative analysis is generally based on a review of the design of the entity, including its control structure and decision-making abilities, and also its financial structure. In a quantitative analysis, the Company would incorporate various estimates, including estimated future cash flows, assumed hold periods and capitalization or discount rates.

If an entity is determined to be a VIE, the Company then determines whether to consolidate the entity as the primary beneficiary. The primary beneficiary has both (i) the power to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the entity.

The Company evaluates all of its significant investments in real estate-related assets to determine if they are VIEs utilizing judgments and estimates that are inherently subjective. If different judgments or estimates were used for these evaluations, it could result in differing conclusions as to whether or not an entity is a VIE and whether or not to consolidate such entity. As of March 31, 2019, the Company concluded that it did have investments in VIEs, and because the Company is not the primary beneficiary, it did not consolidate such entities, as described in further detail in Note 10.

A voting interest entity is an entity in which the total equity investment at risk is sufficient to enable it to finance its activities independently and the equity holders have the power to direct the activities of the entity that most significantly impact its economic performance, the obligation to absorb the losses of the entity and the right to receive the residual returns of the entity. The usual condition for a controlling financial interest in a voting interest entity is ownership of a majority voting interest. If the Company has a majority voting interest in a voting interest entity, the entity will generally be consolidated. The Company will not consolidate a voting interest entity if there are substantive participating rights by other parties and/or kick-out rights by a single party. The Company performs on-going reassessments of whether entities previously evaluated under the voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and vice versa.

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less.

As of March 31, 2019 and December 31, 2018, deferred rent receivable was $464,684 and $344,139, respectively, and represents rent earned in excess of rent received as a result of straight-lining rents over the terms of the leases on the FM Property, the CO Property, and the Lewisville Property, in accordance with ASC Topic 842, Leases.

Prepaid expenses and other assets consist primarily of prepaid operating expenses and reimbursements due from tenants.

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the costs of acquisition, including certain acquisition-related expenses, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance costs are expensed as incurred. The Company accounts for its acquisitions (or disposals) of assets or businesses in accordance with ASC Topic 805, Business Combinations.

Upon the acquisition of real estate properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above-market leases and the value of in-place leases, based in each case on their respective fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.

The Company considers the period of future benefit of each respective asset to determine its appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

The determination of the fair values of the real estate assets and liabilities acquired requires the use of assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to, bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, rental concessions and other factors, a significant decrease in a property’s revenues due to lease terminations, vacancies, co-tenancy clauses, reduced lease rates or other circumstances. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. No impairment losses were recorded during the three months ended March 31, 2019 or during the three months ended March 31, 2018 after the Company assessed the recoverability of its assets. As of March 31, 2019 and December 31, 2018, no impairment losses have been identified.

The Company has performed a consolidation analysis in accordance with ASC Topic 810, Consolidation, as described in the “Variable Interest Entities” section Note 2. The Company has determined, as a result of its analysis, that it is not the primary beneficiary of its investments, and therefore has not consolidated the entities. The Company has accounted for its investments in real estate-related assets, which are controlled and managed by CFI, under the equity method of accounting. In accordance with ASC Topic 323, Investments-Equity Method and Joint Ventures, the Company is able to exercise significant influence over these investees. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Investments in real estate-related assets are periodically reviewed for impairment based on projected cash flows from the underlying investment. If an impairment is identified, the carrying value of the investment will be reduced to the anticipated recoverable amount. As of March 31, 2019 and December 31, 2018, no impairment has been identified.

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan on a straight-line basis, which approximates the effective interest method. The carrying value of the deferred financing costs at March 31, 2019 and December 31, 2018 was $482,968 and $493,875, respectively which is net of accumulated amortization of $30,941 and $20,034, respectively, and recorded as an offset to the related debt. For the three months ended March 31, 2019 and the three months ended March 31, 2018, amortization of deferred financing costs was $10,860 and $2,049, respectively, and is included in Interest expense on the accompanying consolidated statement of operations.

Rental revenue is recognized on a straight-line basis over the life of the respective leases.

As prescribed by ASC Topic 505, Equity, Stock subscriptions receivable represent the purchase of common stock for which the Company has not yet received payment from the purchaser. As of March 31, 2019 and December 31, 2018, the amount of stock subscriptions receivable was $117,634 and $286,918, respectively. The amounts outstanding were received by the Company during April 2019 and January 2019, respectively.

Due from related party includes amounts owed to the Company by CFI pursuant to the terms of the Sponsor Support Agreement for the reimbursement of selling commissions and marketing fees, which at March 31, 2019 and December 31, 2018 was $6,452 and $0, respectively. The amount of Sponsor Support outstanding at March 31, 2019 was received by the Company during April 2019.

Deferred revenue represents unearned rent received in advance from tenants at certain of the Company’s properties, which at March 31, 2019 and December 31, 2018 was $540,697 and $497,457 respectively.

Restricted reserves is comprised of amounts received from tenants at certain of the Company’s properties for recoverable property operating expenses to be paid by the Company on behalf of the tenants, pursuant to the terms of the respective net lease arrangements, which at March 31, 2019 and December 31, 2018 was $162,129 and $201,191, respectively.

Certain property operating expenses, including real estate taxes and insurance, among others, are paid by the Company and are reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective net leases. These reimbursements are reflected as Tenant reimbursement income in the accompanying consolidated statements of operations, which for the three months ended March 31, 2019 and March 31, 2018 was $375,913 and $2,669, respectively.

Certain property operating expenses, including real estate taxes and insurance, among others, are paid by the Company and are reimbursed by the tenants of the Company’s properties pursuant to the terms of the respective net leases. These expenses incurred are reflected as Property operating expenses in the accompanying consolidated statements of operations, which for the three months ended March 31, 2019 and March 31, 2018 was $375,913 and $2,669, respectively.

Due to related parties is comprised of amounts contractually owed by the Company for various services provided to the Company from related parties, which at March 31, 2019 and December 31, 2018 was $2,076,452 and $2,742,581, respectively (See Note 9).

The Advisor has agreed to pay, on behalf of the Company, all organizational and offering costs (including legal, accounting, and other costs attributable to the Company’s organization and offering, but excluding upfront selling commissions, dealer manager fees and distribution fees) (“O&O Costs”) through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18, 2018 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of O&O Costs on a monthly basis, which will continue through the period ended May 18, 2021; provided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed 1% of gross proceeds of the Offering (the “1% Cap”), as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement liability for a subsequent period. As of March 31, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company.

As of March 31, 2019 and December 31, 2018, the Advisor has incurred O&O Costs on the Company’s behalf of $7,617,759 and $6,896,987, respectively. As of March 31, 2019 and December 31, 2018, the Company is obligated to reimburse the Advisor for O&O Costs in the amount of $829,693 and $743,439, respectively, which is included within Due to related parties in the accompanying consolidated balance sheets. As of March 31, 2019 and December 31, 2018, organizational costs of $13,171 and $13,039, respectively, were expensed and offering costs of $1,017,844 and $877,248, respectively, were charged to stockholders’ equity. As of March 31, 2019 and December 31, 2018, the Company has made reimbursement payments of $201,322 and $146,848, respectively, to the Advisor for O&O Costs incurred.

The Company has elected and qualified to be taxed as a REIT and complies with the related provisions under the Internal Revenue Code of 1986, as amended. Accordingly, the Company generally is not and will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and as long as certain asset, income and share ownership tests are met. To qualify as a REIT, the Company must annually distribute at least 90% of its REIT taxable income to its stockholders and meet certain other requirements. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. The Company may also be subject to certain state, local and franchise taxes. If the Company fails to meet these requirements, it will be subject to U.S. federal income tax, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders.

The Company provides for uncertain tax positions based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Management is required to determine whether a tax position is more likely than not to be sustained upon examination by tax authorities, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Because assumptions are used in determining whether a tax benefit is more likely than not to be sustained upon examination by tax authorities, actual results may differ from the Company’s estimates under different assumptions or conditions.

Basic net income (loss) per share of common stock is determined by dividing net income (loss) attributable to common stockholders by the weighted average number of common shares outstanding during the period. All classes of common stock are allocated net income (loss) at the same rate per share.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The ASU replaced certain previously existing revenue recognition guidance. The FASB has subsequently issued several additional amendments to the standard, including ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance on principal versus agent analysis based on the notion of control and affects recognition of revenue on a gross or net basis. Beginning January 1, 2018, companies are required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also includes additional disclosure requirements. The new standard could be adopted either retrospectively to prior reporting periods presented or as a cumulative effect adjustment as of the date of adoption. The Company adopted the new guidance on its required effective date of January 1, 2018 using the modified retrospective transition method applied to contracts that were not completed as of the adoption date. Accordingly, the new revenue standard is applied prospectively in the Company’s financial statements from January 1, 2018 onward and reported financial information for historical comparable periods is not revised and continues to be reported under the accounting standards in effect during those historical periods. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires lessees to recognize a right-of-use (“ROU”) asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. The amendments also require certain quantitative and qualitative disclosures. Accounting guidance for lessors is mostly unchanged. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which provides an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption; continue to report comparative periods presented in the financial statements in the period of adoption in accordance with previous U.S. GAAP (i.e., ASC 840, Leases); and provide the required disclosures required by ASC 840 for all periods presented under that standard. Further, ASU No. 2018-11 contains a new practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, to clarify guidance for lessors on sales taxes and other similar taxes collected from lessees, certain lessor costs and recognition of variable payments for contracts with lease and non-lease components. The guidance in ASUs 2016-02, 2018-10, 2018-11 and 2018-20 was effective beginning January 1, 2019. The Company adopted the standards on their required effective date and used the effective date as the date of initial application. As a result, pursuant to this transition method financial information was not updated and the disclosures required under the new leases standards were not provided for dates and periods before January 1, 2019. The new guidance provides a number of optional practical expedients to be utilized upon transition. Accordingly, the Company has elected the ‘package of practical expedients,’ which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements, with the latter not being applicable to the Company. While the new guidance identifies common area (building) maintenance as a non-lease component of the Company’s real estate lease contracts, the Company has applied the practical expedient to account for its real estate leases and associated common area maintenance (“CAM”) service components as a single, combined operating lease component, however, the CAM service component is not material to the Company’s consolidated financial statements. Consequently, the application of the new guidance on contract components did not have a material effect on the Company’s consolidated financial statements. In addition, due to the new standard’s narrowed definition of initial direct costs, the Company will expense as incurred significant lease origination costs currently capitalized as initial direct costs and amortized to expense over the lease term. As these types of costs have not historically been incurred by the Company, the Company currently does not expect the change in accounting for any such costs to be incurred in the future to have a material impact on the Company’s consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which makes changes to how cash receipts and cash payments are presented and classified in the Company’s consolidated statements of cash flows. The new standard became effective for the Company beginning January 1, 2018 and required adoption on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated statements of cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires that the statements of cash flows present the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new standard became effective for the Company beginning January 1, 2018 and required adoption on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated statements of cash flows.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of providing additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new standard became effective for the Company beginning January 1, 2018 and is applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the scope and application of Accounting Standards Codification 610-20, Other Income-Gains and Losses from Derecognition of Nonfinancial Assets and defines in substance nonfinancial assets. The ASU also impacts the accounting for partial sales of nonfinancial assets (including in substance real estate). Under this guidance, when an entity transfers its controlling interest in a nonfinancial asset but retains a noncontrolling ownership interest, the entity will measure the retained interest at fair value, which results in a full gain or loss recognition upon the sale of a controlling interest in a nonfinancial asset. The Company adopted the standard on its required effective date of January 1, 2018. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires financial assets that are measured at amortized cost to be presented, net of an allowance for credit losses, at the amount expected to be collected over their estimated life. Expected credit losses for newly recognized financial assets, as well as changes to credit losses during the period, are recognized in earnings. For certain purchased financial assets with deterioration in credit quality since origination, the initial allowance for expected credit losses will be recorded as an increase to the purchase price. Expected credit losses, including losses on off-balance-sheet exposures such as lending commitments, will be measured based on historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard will become effective for the Company beginning January 1, 2020, under a modified retrospective approach, and early adoption is permitted. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, to clarify that operating lease receivables accounted for under ASC 842, Leases, are not in the scope of the new credit losses guidance, and, instead, impairment of receivables arising from operating leases should be accounted for in accordance with ASC 842, Leases. The amendments in this ASU are required to be adopted concurrently with the guidance in ASU No. 2016-13. Management is currently evaluating the impact of the new guidance on the Company’s consolidated financial statements. Given the objective of the new standard, it is generally expected allowances for credit losses for the financial instruments within its scope would increase, however, the amount of any change will be dependent on the composition and quality of the Company’s portfolios at the adoption date as well as economic conditions and forecasts at that time.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The guidance is part of the FASB’s disclosure framework project, whose objective and primary focus are to improve the effectiveness of disclosures in the notes to financial statements. The ASU eliminates, amends and adds certain disclosure requirements for fair value measurements. The FASB concluded that these changes improve the overall usefulness of the footnote disclosures for financial statement users and reduce costs for preparers. The new standard will become effective for the Company beginning January 1, 2020 and early adoption is permitted for eliminated and modified fair value measurement disclosures. Certain disclosures are required to be applied prospectively and other disclosures need to be adopted retrospectively in the period of adoption. As permitted by the transition guidance in the ASU, the Company early adopted eliminated and modified disclosure requirements as of September 30, 2018 and plans to adopt the remaining disclosure requirements effective January 1, 2020. The adoption of this standard did not impact the Company’s consolidated financial statements. See Note 13 — Fair Value Measurements for additional information.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (“VIE”). The guidance was issued in response to stakeholders’ observations that Topic 810, Consolidation, could be improved in the areas of applying the VIE guidance to private companies under common control and in considering indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interests. The new standard will become effective for the Company beginning January 1, 2020, with early adoption permitted, and must be applied retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. Management is currently evaluating the impact of the new guidance on determining whether a decision-making fee is a variable interest on the Company’s consolidated financial statements.

Investment in real estate, net consisted of the following at March 31, 2019 and December 31, 2018.

On July 11, 2017, the Company, through the Operating Partnership, acquired the GR Property, at a contract purchase price of $7,936,508, exclusive of closing costs. The fee simple interest in the GR Property is held by a single purpose limited liability company. The GR Property was acquired from Barnes Development Walker, LLC (the “GR Seller”). The GR Seller is a third party and not affiliated with the Company.

The Company funded the purchase of the GR Property with cash from the Offering and a loan from UBS AG (described in Note 7).

The following table summarizes the acquisition cost allocation for the GR Property:

The GR Property is 100% leased to Walgreen Co. (“Walgreens”), a subsidiary of Walgreens Boots Alliance Inc., which is rated investment grade by Moody’s and Standard & Poor’s. The lease is a triple net lease whereby, in addition to base rent, the lease requires the tenant to pay substantially all operating expenses, including repairs and maintenance, as well as real estate taxes.

The initial term of the lease commenced in 2007 and is 75 years with termination options every 5 years beginning on July 31, 2032.

(2)Represents the annualized rental income for the first five lease years for the GR Property commencing on the date the Company acquired the GR Property, July 11, 2017.

FM Property — Daimler Trucks North America Office Building – Fort Mill, South Carolina

On February 1, 2018, the Company, through the Operating Partnership, acquired, together with a subsidiary of CFI, the FM Property, at a contract purchase price of $40,000,000, exclusive of closing costs. The fee simple interest in the FM Property is held by a single purpose limited liability company (the “FM Property SPE”). The FM Property was acquired from LIC Charlotte Office Building, Inc. (the “FM Property Seller”). The FM Property Seller is a third party and not affiliated with the Company or CFI.

The Company funded its pro rata portion of the purchase price of $8,412,500 and acquisition expenses with cash from the Offering. The FM Property SPE acquired the FM Property with the proceeds of contributions from its members and a loan from UBS AG (described in Note 7). The purchase price for any membership interests purchased by the Company from CFI was equal to the equity contributed by CFI in exchange for such membership interests.

Subsequent to the date of initial acquisition, the Company purchased additional membership interests in the FM Property SPE from CFI totaling $10,605,551 during the year ended December 31, 2018. As of March 31, 2019, the Company’s ownership interest in the FM Property SPE was 100%.

With the Company’s purchase of additional interests in the FM Property SPE from a subsidiary owned by CFI totaling $969,921 on August 9, 2018, the Operating Partnership exceeded 95% ownership of the FM Property SPE, and therefore, per the FM Property SPE operating agreement and as described below, the Company replaced the Guarantor of the FM Loan (as defined in Note 7) with respect to the guarantee, and the Operating Partnership became the managing member of the FM Property SPE. Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2, management has determined that the Company is the primary beneficiary of the FM Property SPE. Accordingly, effective August 9, 2018, the Company has consolidated the FM Property SPE, and has no longer accounted for its investment in the FM Property SPE under the equity method of accounting.

The FM Property is 100% leased to Daimler Trucks North America, LLC, (“Daimler”), a subsidiary of Daimler AG. The lease is a triple net lease whereby the tenant is responsible for operating expenses, real estate taxes, insurance, repairs, maintenance and capital expenditures (excluding roof, structure and certain HVAC items), in addition to base rent.

The Company’s acquisition cost as of August 9, 2018 is comprised of the original acquisition purchase price as of February 1, 2018, net of all accumulated depreciation and amortization incurred by the FM Property SPE through August 9, 2018. The following table summarizes the Company’s acquisition cost allocation for the FM Property as of August 9, 2018.

(2)Represents the annualized rental income for the first five lease years for the FM Property commencing on the date the Company acquired the FM Property, February 1, 2018.

On July 31, 2018, the Company, through the Operating Partnership, acquired, together with a subsidiary of CFI, the CO Property at a contract purchase price of $46,950,000, exclusive of closing costs. At closing, the Company owned interest totaling approximately 67%. The fee simple interest in the CO Property is held by a single purpose limited liability company (the “CO Property SPE”). The CO Property was acquired from ADS Place Phase III, LLC (the “CO Property Seller”). The CO Property Seller is a third party and not affiliated with the Company or CFI.

The Company funded its portion of the purchase price with cash from the Offering. The CO Property was acquired with the proceeds of contributions from the CO Property SPE’s members and a loan from a related party, Cantor Commercial Real Estate Lending, L.P. (“CCRE”) (described in Note 7). The purchase price for any membership interests purchased by the Company from CFI was equal to the equity contributed by CFI in exchange for such membership interests.

Subsequent to the date of initial acquisition, the Company purchased additional membership interests in the CO Property SPE from CFI totaling $6,666,846 during the year ended December 31, 2018. As of March 31, 2019, the Company’s ownership interest in the CO Property SPE was 98.90%, and CFI’s interest was 1.10%.

On December 17, 2018, the CO Property SPE operating agreement was amended to include the Company as a co-managing member, with CFI. Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2, management has determined that the Company is the primary beneficiary of the CO Property SPE. Accordingly, effective December 17, 2018, the Company consolidated the CO Property SPE, and no longer accounted for its investment in the CO Property SPE under the equity method of accounting. CFI’s total ownership interest of $178,880 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2019.

The CO Property is 100% leased to Comenity Servicing LLC, a subsidiary of Alliance Data Systems Corporation, which serves as the guarantor of the lease. The lease is net whereby the tenant is responsible for operating expenses, real estate taxes, insurance, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

The Company’s acquisition cost as of December 17, 2018 is comprised of the original acquisition purchase price as of July 31, 2018, net of all accumulated depreciation and amortization incurred by the CO Property SPE through December 17, 2018. The following table summarizes the Company’s acquisition cost allocation for the CO Property as of December 17, 2018:

(2) Represents the annualized rental income for the first five lease years for the CO Property commencing on the date the Company acquired the CO Property, July 31, 2018.

On November 7, 2018, the Company, through the Operating Partnership, acquired the Lewisville Property, at a contract purchase price of $14,120,000, exclusive of closing costs. The fee simple interest in the Lewisville Property is held by a single purpose limited liability company (the “Lewisville Property SPE”). The Lewisville Property was acquired from Mohr Whitsett, LLC (the “Lewisville Seller”). The Lewisville Seller is a third party and not affiliated with the Company.

The Company funded the purchase of the Lewisville Property with cash from the Offering.

The following table summarizes the acquisition cost allocation for the Lewisville Property:

The Lewisville Property is 100% leased to HOYA Optical Labs of America, Inc. (“HOYA”), a subsidiary of HOYA Corporation, which serves as the guarantor of the lease. The lease is net whereby the tenant is responsible for operating expenses, real estate taxes, insurance, repairs, maintenance and capital expenditures (excluding roof and structure), in addition to its obligation to pay base rent.

(2) Represents the annualized rental income for the first five lease years for the Lewisville Property commencing on the date the Company acquired the Lewisville Property, November 7, 2018.

The amortization of acquired above-market and/or below-market leases is recorded as an adjustment to rental revenue on the consolidated statements of operations. For the three months ended March 31, 2019, the net amount of such amortization included as an increase to rental income was $64,411. For the three months ended March 31, 2018, the net amount of such amortization included as a decrease to rental income was $7,574. The amortization of in-place leases is recorded as an adjustment to depreciation and amortization expense on the consolidated statements of operations. For the three months ended March 31, 2019 and March 31, 2018, the amount of such amortization was $262,380 and $14,483, respectively.

As of March 31, 2019 and December 31, 2018, the gross carrying amount and accumulated amortization of the Company’s intangible assets consisted of the following:

The estimated future amortization on the Company’s intangible assets for each of the next five years and thereafter as of March 31, 2019 is as follows:

As of March 31, 2019 and December 31, 2018, the gross carrying amount and accumulated amortization of the Company’s intangible liabilities consisted of the following:

The estimated future amortization on the Company’s intangible liabilities for each of the next five years and thereafter as of March 31, 2019 is as follows:

The estimated future minimum rents the Company expects to receive for the GR Property, FM Property, CO Property, and Lewisville Property for each of the next five years and thereafter through the end of the primary term as of March 31, 2019 is as follows:

During the year ended December 31, 2017, the Company, through the Operating Partnership, acquired 9,980 beneficial interests (the “Interests”) in the DST, for a purchase price of $9,980,000. Prior to the acquisition of the Interests, the DST was an indirect wholly owned subsidiary of CFI. Each Interest represents a 0.0072214% ownership of the DST.

During the year ended December 31, 2018, the Company, through the Operating Partnership, purchased the remaining 3,868 beneficial interests in the DST from a subsidiary owned by CFI totaling $3,867,646. As of March 31, 2019, the Company’s equity interest in the DST was 100%.

Based on the Company’s consolidation analysis, the DST is accounted for as an equity method investment in accordance with ASC 323. Although the Company is the owner of 100% of the Interests, the Company does not consolidate the DST as CFI is the primary beneficiary due to its continued management and control of the DST and its guarantee of the DST Loan (as defined below). The Company’s consolidation analysis was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2.

On November 15, 2016, the DST acquired the fee simple interest in seven retail properties, the DST Properties, for a total purchase price of $36,317,830, including related acquisition expenses. The purchase price was comprised of $13,822,646 in equity and $22,495,184 in proceeds from the DST Loan (as defined below). The acquisition of the Interests by the Company has been structured such that the total purchase price for 100% of the Interests equals the equity portion of the purchase price paid by CFI and its affiliates to acquire the DST Properties plus $25,000 (reflecting the DST’s cash reserves).

The Company acquired the Interests in a private placement. Cantor Fitzgerald & Co., a related party, acted as a broker-dealer in connection with the private placement, but did not receive any compensation in connection therewith.

The Company funded the acquisition of the Interests with cash from the Offering. The purchase price for any membership interests purchased by the Company from CFI was equal to the equity contributed by CFI in exchange for such membership interests.

The carrying value of the Company’s investment in the DST was $807,187 higher than its interest in the investee’s underlying net assets as of March 31, 2019. The basis difference relates to tangible and definite life intangible assets and is amortized over the remaining useful lives of the underlying assets.

The DST acquired the DST Properties from Walgreens in a sale-leaseback transaction.

The DST Properties are 100% leased to Walgreens. Walgreens is rated investment grade by Moody’s and Standard & Poor’s. In addition to base rent, the leases require the tenant to pay substantially all operating expenses, including repairs and maintenance, as well as real estate taxes.

The lease for each DST Property has an initial term of 15 years commencing on November 15, 2016, and expiring on November 30, 2031. Each lease will automatically renew for 12 consecutive periods of five years each unless Walgreens notifies the lessor in writing on or before the date that is 12 months prior to the commencement of any such renewal term that Walgreens does not wish to renew the applicable lease. Separate and apart from the renewal options, for the initial term or any renewal term of each applicable lease, Walgreens may extend the term until the following January 31st by providing the lessor with written notice no later than four months prior to the end of the then-current term. Walgreens will pay fixed base rent for the first five lease years with 5.0% increases over the preceding lease year’s base rent at five year intervals for the first 35 lease years. Commencing on the 36th lease year and every five years thereafter, base rent will be set at fair market value rent.

The following table provides information about the DST Properties relating to their location, rentable square feet, and annualized rental income.

The estimated future minimum rents associated with the DST Properties for each of the next five years and through the end of the primary term as of March 31, 2019 is as follows:

On November 15, 2016, in connection with the purchase of the DST Properties, the DST entered into a loan agreement (the “DST Loan”) with Citigroup Global Markets Realty Corp. with an outstanding principal amount of $22,495,184. The DST Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.593% per annum (based on a 360-day year). The DST Loan matures on December 1, 2031 and may be prepaid (a) subject to yield maintenance provisions on or after January 2, 2019 and (b) without penalty on or after September 2, 2026; provided that in each case the DST Loan may be prepaid in whole, but not in part. The anticipated repayment date of the DST Loan is December 1, 2026 (the “Anticipated Repayment Date”). Commencing on September 1, 2026, excess cash flow generated by the DST Properties will be held as additional security for the DST Loan. To the extent the DST Loan has not been repaid by the Anticipated Repayment Date, excess cash flow from the DST Properties will be applied to the repayment of the outstanding principal and the DST Loan will bear interest at an increased rate of three percent per annum plus the greater of (a) 4.593% and (b) the ten year swap yield as of the first business day after the Anticipated Repayment Date. The DST Loan contains customary events of default. As is customary in such financings, if an event of default occurs under the DST Loan, the lender may accelerate the repayment of the outstanding principal amount and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. CF Real Estate Holdings, LLC (the “Guarantor”), an affiliate of CFI, has guaranteed (x) any losses that the lender may incur as a result of the occurrence of certain bad acts of the borrower and (y) the repayment of the DST Loan upon the occurrence of certain other significant events, including bankruptcy.

On January 2, 2019, the Company, through the Operating Partnership, made a preferred equity investment, together with a subsidiary of CFI. The Company’s initial investment of $4,779,353 was made through the Pennsylvania SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Pennsylvania SPE entered into a joint venture agreement (the “Pennsylvania JV”) with a subsidiary of USRA Net Lease III Capital Corp (“USRA”). The Company and CFI, by and through the Pennsylvania SPE, invested $11,805,000 of capital in the Pennsylvania JV. The Pennsylvania JV is the sole member of an entity that purchased the PA Property for a purchase price of $117,050,000.

The PA Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons Companies Inc. (“Albertsons”), which serves as the guarantor of the lease (the “PA Property Lease”). The PA Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Pennsylvania SPE from CFI totaling $3,388,506, bringing the Company’s total investment in the Pennsylvania SPE to $8,167,859. As of March 31, 2019, the Company’s interest in the Pennsylvania SPE was 69.2%. The Company intends, but is not obligated, to purchase 100% of the membership interests of the Pennsylvania SPE from CFI. Subject to the limitations in the Company’s charter, the Company anticipates the purchase price for any membership interests purchased from CFI would be equal to CFI’s purchase price in exchange for such membership interests.

Based on the Company’s consolidation analysis, the Pennsylvania SPE is accounted for as an equity method investment in accordance with ASC 323. Although the Company’s ownership interest in the Pennsylvania SPE is 69.2%, the Company does not consolidate the Pennsylvania SPE as CFI is the primary beneficiary due to its continued management and control of the Pennsylvania SPE. The Company’s consolidation analysis was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2.

On January 2, 2019, the Company, through the Operating Partnership, made a mezzanine loan investment, together with CFI. The Company’s initial investment of $5,099,190 was made through the Illinois SPE, in which, as of January 2, 2019, the Company owned 40.5% of the membership interests and CFI owned 59.5% of the membership interests.

The Illinois SPE, originated a fixed rate, subordinate mezzanine loan in the amount of $12,595,000 to Chicago Grocery Mezz B, LLC, which is owned and controlled by USRA, for the acquisition of the IL Property for a contract purchase price of $124,950,000.

The IL Property is 100% leased to New Albertsons L.P., which is a subsidiary of Albertsons, which serves as the guarantor of the lease (the “IL Property Lease”). The IL Property Lease is a net lease whereby the tenant is responsible for operating expenses, real estate taxes, utilities, repairs, maintenance and capital expenditures, in addition to its obligation to pay base rent.

Subsequent to January 2, 2019, the Company purchased additional membership interests in the Illinois SPE from CFI totaling $3,811,494, bringing the Company’s total investment in the Illinois SPE to $8,910,684. As of March 31, 2019, the Company’s interest in the Illinois SPE was 70.8%. The Company intends, but is not obligated, to purchase 100% of the membership interests of the Illinois SPE from CFI. Subject to the limitations in the Company’s charter, the Company anticipates the purchase price for any membership interests purchased from CFI would be equal to CFI’s purchase price in exchange for such membership interests.

Based on the Company’s consolidation analysis, the Illinois SPE is accounted for as an equity method investment in accordance with ASC 323. Although the Company’s ownership interest in the Illinois SPE is 70.8%, the Company does not consolidate the Illinois SPE as CFI is the primary beneficiary due to its continued management and control of the Illinois SPE. The Company’s consolidation analysis was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2.

The results of operations for the Company’s investments in real estate-related assets for the three months ended March 31, 2019 and March 31, 2018 are summarized below:

	For the Three Months Ended March 31,
DST Properties	2019			2018
Revenues	$	580,937		$	580,937
Operating expenses		(210,410	)		(210,768	)
Other expenses, net		(258,301	)		(258,301	)
Net income	$	112,226		$	111,868

Net income attributable to the Company^{(1) (2)}	$	96,176		$	100,820

	For the Three Months Ended March 31,
FM Property⁽³⁾	2019			2018
Revenues	$	—		$	445,106
Operating expenses		—			(204,970	)
Other expenses, net		—			(138,087	)
Net income	$	—		$	102,049

Net income attributable to the Company⁽¹⁾	$	—		$	66,140

	For the Three Months Ended March 31,
Pennsylvania SPE	2019			2018
Revenues	$	226,180		$	—
Operating expenses		—			—
Other expenses, net		—			—
Net income	$	226,180		$	—

Net income attributable to the Company⁽¹⁾	$	136,438		$	—

	For the Three Months Ended March 31,
Illinois SPE	2019			2018
Revenues	$	241,317		$	—
Operating expenses		—			—
Other expenses, net		—			—
Net income	$	241,317		$	—

Net income attributable to the Company⁽¹⁾	$	145,704		$	—

(2) Net income attributable to the Company from its investment in the DST includes amortization of the basis difference between the carrying value of the Company’s investment in the DST and the investee’s underlying net assets.

(3) Effective August 9, 2018, the Company has consolidated the FM Property SPE, and has no longer accounted for its investment in the FM Property SPE under the equity method of accounting. See Note 3 for additional information.

On July 11, 2017, in connection with the purchase of the GR Property (refer to Note 3), a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “GR Loan”) with UBS AG with an outstanding principal amount of $4,500,000. The GR Loan provides for monthly interest payments which accrue through the 10^th of each month. The GR Loan bears interest at an initial fixed rate of 4.1064% per annum through the anticipated repayment date, July 6, 2027, and thereafter at a revised interest rate of 3.0% per annum plus the greater of the initial interest rate or the 10 year swap yield through the maturity date June 30, 2032.

On February 1, 2018, in connection with the purchase of the FM Property (refer to Note 3), the FM Property SPE entered into a loan agreement (the “FM Loan”) with UBS AG with an outstanding principal amount of $21,000,000. The FM Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.4329% per annum through the anticipated repayment date, February 6, 2028 (the “FM Anticipated Repayment Date”), and thereafter at revised rate of 3.0% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the FM Anticipated Repayment Date.

On July 31, 2018, in connection with the purchase of the CO Property (refer to Note 3), the CO Property SPE entered into a loan agreement (the “CO Loan”) with a related party, CCRE, with an outstanding principal amount of $26,550,000. The CO Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.9425% per annum through the anticipated repayment date, August 6, 2028 (the “CO Anticipated Repayment Date”), and thereafter at an increased rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the CO Anticipated Repayment Date.

As of March 31, 2019 and December 31, 2018, the Company’s Loans payable balance was $51,567,032 and $51,556,125, net of deferred financing costs, respectively. As of March 31, 2019 and December 31, 2018, deferred financing costs were $482,968 and $493,875, net of accumulated amortization of $30,941 and $20,034, respectively which has been accounted for within Interest expense on the consolidated statements of operations.

Information on the Company’s Loans payable as of March 31, 2019 and December 31, 2018 is as follows:

For the three months ended March 31, 2019 and three months ended March 31, 2018, the Company incurred $603,374 and $46,197, respectively, of interest expense, which is included within Interest expense on the consolidated statements of operations. As of March 31, 2019, $159,855 was unpaid and is recorded as accrued interest payable on the Company’s consolidated balance sheet. All of the unpaid interest expense accrued as of March 31, 2019 was paid during April 2019.

Also included within Interest expense on the consolidated statements of operations is amortization of deferred financing costs, which, for the three months ended March 31, 2019 and March 31, 2018, was $10,860 and $2,049, respectively.

The following table presents the future principal payment due under the Company’s Loan agreements as of March 31, 2019:

On October 17, 2016, the Company filed a registration statement with the SEC on Form S-11 in connection with the Offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in its Primary Offering and up to $250 million in shares pursuant to its DRP. The registration statement was subsequently declared effective on March 23, 2017. On May 18, 2017, the Company satisfied the Minimum Offering Requirement for the Offering as a result of CFI’s purchase of $2.0 million in Class I shares.

The Company’s shares of common stock consist of Class A shares, Class T shares and Class I shares, all of which are collectively referred to herein as shares of common stock. As of March 31, 2019, the Company’s total number of authorized common shares was 400,000,000, consisting of 160,000,000 of Class A authorized common shares, 200,000,000 of Class T authorized common shares and 40,000,000 of Class I authorized common shares. The Company has the right to reallocate the shares of common stock offered between the Company’s Primary Offering and the Company’s DRP. The Class A shares, Class T shares and Class I shares have identical rights and privileges, including identical voting rights, but have different upfront selling commissions and dealer manager fees and the Class T shares have an ongoing distribution fee. The per share amount of distributions on Class T shares is lower than the per share amount of distributions on Class A shares and Class I shares because of the on-going distribution fee that is payable with respect to Class T shares sold in the Primary Offering.

CFI pays a portion of selling commissions and all of the dealer manager fees (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. Selling commissions and dealer manager fees are presented net of Sponsor Support on the Company’s consolidated statements of stockholders’ equity. The Company will reimburse Sponsor Support (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement (as defined below) by the Company or by the Advisor. In each such case, the Company will only reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital.

The Company also has 50 million shares of preferred stock, $0.01 par value, authorized. No shares of preferred stock are issued or outstanding.

Cantor Fitzgerald & Co. (the “Dealer Manager”), a related party, provides dealer manager services in connection with the Offering. The Offering is a best efforts offering, which means that the Dealer Manager is not required to sell any specific number or dollar amount of shares of common stock in the Offering, but will use its best efforts to sell the shares of common stock. The Offering is a continuous offering that will end no later than two years after the effective date of the Offering, or March 23, 2019, unless extended by the Company’s board of directors for up to an additional one year or beyond, as permitted by the Securities and Exchange Commission. On February 12, 2019, the Company’s board of directors authorized the extension of the term of the Offering until March 23, 2020. The Company may continue to offer shares through the DRP after the Primary Offering terminates until the Company has sold $250 million in shares through the DRP.

As of March 31, 2019, the Company had sold 3,993,492 shares of its common stock (consisting of 2,384,520 Class A shares, 1,057,482 Class T shares and 551,490 Class I shares) in the Offering for aggregate net proceeds of $98,547,681. As of December 31, 2018, the Company had sold 3,449,206 shares of its common stock (consisting of 2,108,382 Class A shares, 939,185 Class T shares and 401,639 Class I shares) in the Offering for aggregate net proceeds of $85,032,704.

The Company’s board of directors has authorized, and the Company has declared, distributions through August 14, 2019, in an amount equal to $0.004253787 per day per share of Class A common stock, Class I common stock and Class T common stock, less, for holders of the shares of Class T common stock, the distribution fees that are payable with respect to shares of Class T common stock. The distributions are payable by the 5^th business day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distribution payable to the Company stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The Company board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distribution payments are not assured.

To ensure that the Company has sufficient funds to cover cash distributions authorized and declared during the Offering, the Company and CFI entered into a distribution support agreement (the “Distribution Support Agreement”). The terms of the agreement provide that in the event that cash distributions exceed modified funds from operations (“MFFO”), defined as a supplemental measure to reflect the operating performance of a non-traded REIT, for any calendar quarter through March 23, 2019, CFI shall purchase Class I shares from the Company in an amount equal to the distribution shortfall, up to $5 million (less the amount from any shares purchased by CFI in order to satisfy the Minimum Offering Requirement). On March 21, 2019, the Company’s board of directors and CFI amended the Distribution Support Agreement to extend the term of the Distribution Support Agreement for the period ending upon the termination of the Primary Offering.

As of March 31, 2019 and December 31, 2018, the Company has declared distributions of $4,859,251 and $3,490,489, respectively, of which $497,096 and $424,967, respectively, was unpaid as of the respective reporting dates and has been recorded as distribution payable on the accompanying consolidated balance sheets. All of the unpaid distributions as of March 31, 2019 and December 31, 2018 were paid during April 2019 and January 2019, respectively. As of March 31, 2019 and December 31, 2018, distributions reinvested pursuant to the Company’s DRP were $1,520,327 and $1,051,901, respectively.

After stockholders have held their shares for at least one year, stockholders are eligible to have their shares repurchased by the Company pursuant to the share repurchase program. The Company will repurchase shares at a price equal to, or at a discount from, NAV per share of the share class being repurchased subject to certain holding period requirements which effect the repurchase price as a percentage of NAV.

The share repurchase program includes numerous restrictions that limit stockholders’ ability to have their shares repurchased. Unless the Company’s board of directors determines otherwise, the funds available for repurchases in each quarter will be limited to the funds received from the DRP in the prior quarter. The board of directors has complete discretion to determine whether all of such funds from the prior quarter’s DRP will be applied to repurchases in the following quarter, whether such funds are needed for other purposes or whether additional funds from other sources may be used for repurchases. Further, during any calendar year, the Company may repurchase no more than 5% of the weighted-average number of shares outstanding during the prior calendar year. The Company also has no obligation to repurchase shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency. The Company may amend, suspend or terminate the program for any reason upon 10 business days’ notice.

As of March 31, 2019, the Company received one eligible share repurchase request for a total of $27,622. The shares underlying the repurchase request were repurchased in October 2018.

The Special Unit Holder has invested $1,000 in the Operating Partnership and has been issued a special class of limited partnership units as part of the overall consideration for the services to be provided by the Advisor. This investment has been recorded as a component of Non-controlling interests in subsidiaries on the consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively.

On December 17, 2018, the CO Property SPE operating agreement was amended to include the Company as a co-managing member, with CFI. Based on the Company’s consolidation analysis, which was performed in accordance with ASC 810 as described in the “Variable Interest Entities” section of Note 2, management has determined that the Company is the primary beneficiary of the CO Property SPE. Accordingly, effective December 17, 2018, the Company has consolidated the CO Property SPE, and has no longer accounted for its investment in the CO Property SPE under the equity method of accounting. As of March 31, 2019, the Company’s ownership interest in the CO Property SPE was 98.90%, and CFI’s interest was 1.10%. CFI’s total ownership interest of $178,880 has been recorded as a component of Non-controlling interests in subsidiaries on the Company’s consolidated balance sheet as of March 31, 2019.

Subsequent to the initial acquisition, and during the three months ended March 31, 2019, the Company, through the Operating Partnership, acquired additional membership interests in the Pennsylvania SPE from CFI totaling $3,388,506. As of March 31, 2019, the Company’s interest in the Pennsylvania SPE was 69.2%. The Company accounts for its investment in the Pennsylvania SPE under the equity method of accounting, as described in “Note 6—Investment in Real Estate-Related Assets”.

Subsequent to the date of initial acquisition, and during the three months ended March 31, 2019, the Company, through the Operating Partnership, acquired additional membership interests in the Illinois SPE from CFI totaling $3,811,494. As of March 31, 2019, the Company’s ownership interest in the Illinois SPE was 70.8%. As of March 31, 2019, the Company accounts for its investment in the Illinois SPE under the equity method of accounting, as described in “Note 6—Investment in Real Estate-Related Assets”.

During the year ended December 31, 2018, the Company, through the Operating Partnership, acquired an additional 3,868 Interests in the DST from a subsidiary owned by CFI totaling $3,867,646. As of March 31, 2019 and December 31, 2018, the Company’s interest in the DST was 100% and 100%, respectively.

Subsequent to the initial acquisition closing, and during the year ended December 31, 2018, the Company, through the Operating Partnership, acquired additional membership interests in the FM Property SPE from CFI totaling $10,605,551. As of March 31, 2019 and December 31, 2018, the Company’s interest in the FM Property SPE was 100% and 100%, respectively.

Subsequent to the date of initial acquisition, and during the year ended December 31, 2018, the Company, through the Operating Partnership, acquired additional membership interests in the CO Property SPE from CFI totaling $6,666,846. As of March 31, 2019 and December 31, 2018, the Company’s ownership interest in the CO Property SPE was 98.90% and 98.90%, respectively.

Pursuant to the Advisory Agreement (as defined below) between the Company and the Advisor, and subject to certain restrictions and limitations, the Advisor is responsible for managing the Company's affairs on a day-to-day basis and for identifying, originating, acquiring and managing investments on behalf of the Company. For providing such services, the Advisor receives the following fees and reimbursements from the Company.

Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement does not cause the selling commissions, the dealer manager fee and the other O&O Costs borne by the Company to exceed 15.0% of gross offering proceeds of the Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Primary Offering and under the DRP, the Company estimates O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offering. These O&O Costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offering, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offering, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs on the Company’s behalf (other than selling commissions, dealer manager fees and distribution fees) through the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for such costs on a monthly basis, which will continue through May 18, 2021; provided that the Company will not be obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs paid to the Advisor to exceed the 1% Cap as of such reimbursement date. As of March 31, 2019 and December 31, 2018, the Advisor had incurred $7,617,759 and $6,896,987, respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The amount of the Company’s obligation is limited to the 1% Cap less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which, at March 31, 2019 and December 31, 2018, is $829,693 and $743,439, respectively, and is included within Due to related parties in the accompanying consolidated balance sheets. As of March 31, 2019 and December 31, 2018, organizational costs of $13,171 and $13,039 were expensed and offering costs of $1,017,844 and $877,248 were charged to stockholders’ equity. As of March 31, 2019 and December 31, 2018, the Company has made reimbursement payments of $201,322 and $146,848, respectively, to the Advisor for O&O Costs incurred. As of March 31, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Acquisition Expenses. The Company currently does not intend to pay the Advisor any acquisition fees in connection with making investments. The Company will, however, provide reimbursement of customary acquisition expenses (including expenses relating to potential investments that the Company does not close), such as legal fees and expenses (including fees of in-house counsel of affiliates and other affiliated service providers that provide resources to the Company), costs of due diligence (including, as necessary, updated appraisals, surveys and environmental site assessments), travel and communication expenses, accounting fees and expenses and other closing costs and miscellaneous expenses relating to the acquisition or origination of the Company’s investments. While most of the acquisition expenses are expected to be paid to third parties, a portion of the out-of-pocket acquisition expenses may be paid or reimbursed to the Advisor or its affiliates. The Advisor has not incurred any reimbursable acquisition expenses on behalf of the Company as of March 31, 2019.

Distribution Fees. Distribution fees are payable to the Dealer Manager with respect to the Company’s Class T shares only, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. The distribution fees accrue daily and are calculated on outstanding Class T shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class T share in the Primary Offering, or (ii) if the Company is no longer offering shares in a public offering, the most recently published per share NAV of Class T shares. The distribution fee is payable monthly in arrears and is paid on a continuous basis from year to year. During the three months ended March 31, 2019 and March 31, 2018, the Company paid distribution fees of $58,817 and $16,485, respectively. As of March 31, 2019 and December 31, 2018, the Company has incurred a liability of $863,933 and $806,038, respectively, which is included within Due to related parties on the consolidated balance sheets, $20,071 and $19,415, respectively, of which was due as of March 31, 2019 and December 31, 2018 and paid during April 2019 and January 2019, respectively.

The Company will cease paying distribution fees with respect to each Class T share on the earliest to occur of the following: (i) a listing of shares of common stock on a national securities exchange; (ii) such Class T share is no longer outstanding; (iii) the Dealer Manager’s determination that total underwriting compensation from all sources, including dealer manager fees, sales commissions, distribution fees and any other underwriting compensation paid with respect to all Class A shares, Class T shares and Class I shares would be in excess of 10.0% of the gross proceeds of the Primary Offering; or (iv) the end of the month in which the transfer agent, on the Company’s behalf, determines that total underwriting compensation with respect to the Class T shares held by a stockholder within his or her particular account, including dealer manager fees, sales commissions and distribution fees, would be in excess of 10.0% of the total gross offering price at the time of the investment in the Class T shares held in such account.

The Company will not pay any distribution fees on shares sold pursuant to the Company’s DRP. The amount available for distributions on all Class T shares will be reduced by the amount of distribution fees payable with respect to the Class T shares issued in the Primary Offering such that all Class T shares will receive the same per share distributions.

Asset Management Fees. Asset management fees are due to the Advisor and consist of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. In the case of investments made through joint ventures, the asset management fee will be determined based on the Company’s proportionate share of the underlying investment. For the three months ended March 31, 2019, and March 31, 2018 the Company incurred asset management fees of $501,698 and $173,870, respectively. The asset management fee related to the first quarter of 2018 of $173,870 was waived by the Advisor. There can be no assurance that the Advisor will waive the asset management fee or any other fees or expenses in periods subsequent to March 31, 2018. The asset management fee related to the month of March 2019 of $169,833 is unpaid as of March 31, 2019 and has been included within Due to related parties on the consolidated balance sheet. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below).

Other Operating Expenses. The Company and the Advisor entered into an amended and restated advisory agreement (the “Advisory Agreement”). Effective April 1, 2018, the Advisory Agreement (i) includes limitations with regards to the incurrence of and additional limitations on reimbursements of operating expenses and (ii) clarifies the reimbursement and expense timing and procedures, including potential reimbursement of unreimbursed operating expenses.

Pursuant to the terms of the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning October 1, 2018 the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets (as defined in the Advisory Agreement) and (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2018, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. The Company reimbursed $1,004,539 of the operating expense reimbursement obligation to the Advisor in January 2019. As of March 31, 2019, the Company has accrued but not reimbursed $204,253 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor.

The Advisory Agreement provides that, subject to other limitations on the incurrence and reimbursement of operating expenses contained in the Advisory Agreement, operating expenses which have been incurred and paid by the Advisor will not become an obligation of the Company unless the Advisor has invoiced the Company for reimbursement, which will occur in a quarterly statement and accrued for in the respective period. The Advisor will not invoice the Company for any reimbursement if the impact of such would result in the Company’s incurrence of an obligation in an amount that would result in the Company’s net asset value per share for any class of shares to be less than $25.00. The Company may, however, incur and record an obligation to reimburse the Advisor, even if it would result in the Company’s net asset value per share for any class of shares for such quarter to be less than $25.00, if the Company’s board of directors determines that the reasons for the decrease of the Company’s net asset value per share below $25.00 were unrelated to the Company’s obligation to reimburse the Advisor for operating expenses.

In addition, the Advisory Agreement provides that all or a portion of the operating expenses, which have not been previously paid by the Company or invoiced by the Advisor may be in the sole discretion of the Advisor: (i) waived by the Advisor, (ii) reimbursed to the Advisor in any subsequent quarter or (iii) reimbursed to the Advisor in connection with a liquidity event or termination of the Advisory Agreement, provided that the Company has fully invested the proceeds from its initial public offering and the stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on their invested capital. Any reimbursement of operating expenses remains subject to the limitations described above and the limitations and the approval requirements relating to the 2%/25% Guidelines.

Reimbursable operating expenses include personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in the Advisory Agreement, including but not limited to reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services. The Company is not obligated to reimburse the Advisor for costs of such employees of the Advisor or its affiliates to the extent that such employees (A) perform services for which the Advisor receives acquisition fees or disposition fees or (B) serve as executive officers of the Company.

As of March 31, 2019, the total amount of unreimbursed operating expenses was $4,958,242. This includes operating expenses incurred by the Advisor on the Company’s behalf which have not been invoiced to the Company and also amounts invoiced to the Company by the Advisor but not yet reimbursed (“Unreimbursed Operating Expenses”). The amount of operating expenses incurred by the Advisor during the three months ended March 31, 2019 which were not invoiced to the Company amounted to $601,082.

During the three months ended March 31, 2018, the Company incurred operating expenses reimbursable to the Advisor of $937,722. These expenses are included within General and administrative expenses on the accompanying consolidated statement of operations.

Property Management and Oversight Fees. If the Advisor or an affiliate is a property manager with respect to a particular property, the Company will pay property management fees of 1.5% of gross revenues received for management of the Company’s properties located in the U.S. and 2.0% of gross revenues received for management of the Company’s properties located outside of the U.S. For services in overseeing property management services provided by any person or entity that is not an affiliate of the Advisor, the Company will pay the Advisor or an affiliate an oversight fee equal to 1.0% of the gross revenues of the property managed. Neither the Advisor nor its affiliates will be paid an oversight fee if the Company contracts with a third party to provide property management services for fees greater than (i) 1.5% of gross revenues received for management of the Company’s properties located in the U.S. or (ii) 2.0% of gross revenues received for management of the Company’s properties located outside of the U.S. For the three months ended March 31, 2019 and March 31, 2018, the Company incurred property management fees of $26,076 and $1,875, respectively. The property management fee related to the first quarter of 2018 of $1,875 was waived by the Advisor. There can be no assurance the Advisor will waive the property management fee or any other fees or expenses in periods subsequent to March 31, 2018. The property management fees incurred during the month of March 2019 of $8,740 were unpaid as of March 31, 2019 and have been included within Due to related parties on the consolidated balance sheet.

Leasing Commissions. If the Advisor or an affiliate is the Company’s primary leasing agent, then the Company will pay customary leasing fees in amount that is usual and customary in that geographic area for that type of property. As of March 31, 2019 and December 31, 2018, no such amounts have been incurred by the Company.

Refinancing Coordination Fee. If the Advisor provides services in connection with the refinancing of any debt that the Company obtains and uses to finance properties or other permitted investments, or refinancing of any debt that is assumed, directly or indirectly, in connection with the acquisition of properties or other permitted investments, the Company will pay the Advisor a refinancing coordination fee equal to 0.75% of the amount available or outstanding under such refinancing or assumed debt. Refinancing shall also include restructuring, workouts or other recapitalization of any debt. As of March 31, 2019 and December 31, 2018, no such amounts have been incurred by the Company.

Disposition Fees. For substantial assistance in connection with the sale of investments and based on the services provided, as determined by the independent directors, the Company will pay a disposition fee in an amount equal to 2.0% of the contract sales price of each real property or other investment sold; provided, however, in no event may the disposition fee paid to the Advisor or its affiliates, when added to the real estate commissions paid to unaffiliated third parties, exceed the lesser of a competitive real estate commission or an amount equal to 6.0% of the contract sales price. If the Company takes ownership of a property as a result of a workout or foreclosure of a debt investment, the Company will pay a disposition fee upon the sale of such property.

The Company will not pay a disposition fee upon the maturity, prepayment, workout, modification or extension of a debt investment unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. As of March 31, 2019 and December 31, 2018, no such amounts have been incurred by the Company.

The Dealer Manager is a registered broker-dealer affiliated with CFI. The Company entered into an agreement with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class A, Class T and Class I shares distributed in the Offering. For providing such services, the Dealer Manager will receive fees. CFI will pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, as well as 1.5% of Class I shares, incurred in connection with the Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital.

As of March 31, 2019, the likelihood, probability and timing of each of the possible occurrences or events listed in the preceding sentences (i) and (ii) in the above paragraph are individually and collectively uncertain. Additionally, whether or not the Company will have fully invested the proceeds from the Offering and also whether the Company’s stockholders will have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6% cumulative, non-compound annual pre-tax return on such invested capital at the time of any such occurrence or event is also uncertain. As of March 31, 2019 and December 31, 2018, CFI has paid Sponsor Support totaling $3,589,868 and $3,177,278, respectively, which will be subject to reimbursement by the Company to CFI in the event of these highly conditional circumstances. The following summarizes these fees:

Selling Commissions. Selling commissions payable to the Dealer Manager consist of (i) up to 1.0% of gross offering proceeds paid by CFI for Class A shares and Class T shares and (ii) up to 5.0% and 2.0% of gross offering proceeds from the sale of Class A shares and Class T shares, respectively, in the Primary Offering. All or a portion of such selling commissions may be re-allowed to participating broker-dealers. No selling commissions will be payable with respect to Class I shares. For the three months ended March 31, 2019 and the year ended December 31, 2018, the Company incurred $481,148 and $2,751,321 of selling commissions, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. At March 31, 2019 and December 31, 2018, $827,730 and $733,062 of Sponsor Support, respectively, has been recorded and $824,713 and $761,197, respectively, has been reimbursed by CFI. During the second quarter of 2019, the Company received the remaining Sponsor Support payment due of $3,017 related to the three months ended March 31, 2019. During the first quarter of 2019, the Company returned the excess amount of reimbursement payments made by CFI for Sponsor Support due as of December 31, 2018 of $28,135.

Dealer Manager Fees. Dealer manager fees payable to the Dealer Manager consist of up to 3.0% of gross offering proceeds from the sale of Class A shares and Class T shares sold in the Primary Offering and up to 1.5% of gross offering proceeds from the sale of Class I shares sold in the Primary Offering, all of which will be paid by CFI. A portion of such dealer manager fees may be re-allowed to participating broker-dealers as a marketing fee. For the three months ended March 31, 2019 and the year ended December 31, 2018, the Company recorded $352,220 and $1,872,291 of dealer manager fees, respectively, which is included within Additional paid-in capital on the consolidated balance sheets. As of March 31, 2019 and December 31, 2018, all of the Sponsor Support related to dealer manager fees has been recorded and $2,765,155 and $2,416,081, respectively, has been reimbursed by CFI. During the second quarter of 2019 and the first quarter of 2019, the Company received the remaining Sponsor Support payments due of $3,435 and $289 related to the three months ended March 31, 2019 and the year ended December 31, 2018, respectively.

The following table summarizes the above mentioned fees and expenses incurred by the Company for three months ended March 31, 2019:

		Due to related parties as of		Three months ended March 31, 2019				Due to related parties as of
Type of Fee or Reimbursement	Financial Statement Location	December 31, 2018		Incurred		Paid		March 31, 2019
Management Fees
Asset management fees	Management fees	$	152,072	$	501,698	$	483,937	$	169,833
Property management and oversight fees	Management fees		8,647		26,076		25,983		8,740
Organization, Offering and Operating Expense Reimbursements
Operating expenses⁽¹⁾	General and administrative expenses		1,004,539		204,253		1,004,539		204,253
Organization expenses⁽²⁾	General and administrative expenses		10,860		131		758		10,233
Offering costs⁽²⁾	Additional paid-in capital		732,579		140,595		53,714		819,460
Commissions and Fees
Selling commissions and dealer manager fees, net	Additional paid-in capital		27,846		833,368		861,214		—
Distribution fees	Additional paid-in capital		806,038		116,712		58,817		863,933
Total		$	2,742,581	$	1,822,833	$	2,488,962	$	2,076,452

(2) As of March 31, 2019, the Advisor has incurred, on behalf of the Company, a total of $7,617,759 of O&O Costs, of which the Company’s obligation is limited to $829,693, pursuant to the 1% Cap.

CFI initially invested $200,001 in the Company through the purchase of 8,180 Class A shares at $24.45 per share. CFI may not sell any of these shares during the period it serves as the Company’s sponsor. Neither the Advisor nor CFI currently has any options or warrants to acquire any of the Company’s shares.

In the event the Advisory Agreement is terminated, the shares owned by CFI would not be automatically redeemed. CFI would, however, be able to participate in the share repurchase program, subject to all of the restrictions of the share repurchase program applicable to all other common stockholders.

As of March 31, 2019, CFI has invested $4,757,657 in the Company through the purchase of 190,357 shares (8,180 Class A shares for an aggregate purchase price of $200,001 and 182,177 Class I shares for an aggregate purchase price of $4,557,656). 124,177 of the Class I shares in the amount of $3,107,656 were purchased by CFI pursuant to the Distribution Support Agreement, which provides that in certain circumstances where the Company’s cash distributions exceed the Company’s modified funds from operations, CFI will purchase up to $5.0 million of Class I shares (including the $2.0 million of shares purchased in order to satisfy the minimum offering) at the then current offering price per Class I share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders.

Our sponsor, CFI, is a Delaware limited liability company and an affiliate of CFLP. CFI will pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, as well as 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by us or by the Advisor. In each such case, we only will reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital. As of March 31, 2019, CFI has paid Sponsor Support totaling $3,589,868.

As of March 31, 2019 and December 31, 2018, certain VIE’s have been identified in which the Company has determined itself not to be the primary beneficiary, as CFI manages and controls the VIE’s. Therefore, the Company has not consolidated the VIE’s. The Company’s maximum exposure to loss from its interests in unconsolidated VIE’s as of March 31, 2019 was $30,220,237, related to its investments in real estate-related assets, namely, the DST, the Pennsylvania SPE and the Illinois SPE. The Company’s maximum exposure to loss from its interest in an unconsolidated VIE as of December 31, 2018 was $13,047,225, related to its investment in a real estate-related asset, namely, the DST.

The Company is dependent on the Advisor and its affiliates for certain services that are essential to the Company, including the sale of the Company’s shares of capital stock, acquisition and disposition decisions and certain other responsibilities. In the event that the Advisor is unable or unwilling to provide such services, the Company would be required to find alternative service providers.

As of March 31, 2019 and December 31, 2018, the Company was not subject to litigation nor was the Company aware of any material litigation pending against it.

Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents. At times, balances with any one financial institution may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company believes it mitigates this risk by investing its cash with high-credit quality financial institutions.

The GR Property and DST Properties are 100% leased to Walgreens. The FM Property is 100% leased to Daimler. The CO Property is 100% leased to Comenity Servicing LLC, a subsidiary of Alliance Data Systems Corporation (collectively “ADS”), which serves as the guarantor of the lease. The Lewisville Property is 100% leased to HOYA, a subsidiary of HOYA Corporation. The PA Property and IL Property are 100% leased to Albertsons. If Walgreens, Daimler, ADS, HOYA or Albertsons were to default on their obligations subject to each lease, such action could negatively affect returns at the portfolio level. The Company believes it mitigates this risk by employing a comprehensive set of controls around acquisitions which include detailed due diligence of all lessees. In addition, the Company monitors published credit ratings of its tenants, when available.

Under normal market conditions, the fair value of an investment is the amount that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Additionally, there is a hierarchal framework that prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment and the state of the market place, including the existence and transparency of transactions between market participants. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following levels within the fair value hierarchy:

Level 1 measurement — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.

Level 2 measurement — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.

Level 3 measurement — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Loans payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. The current period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Company’s loans payable was $53,311,503 and $51,715,699, respectively (excluding deferred financing costs). The Company has not elected the fair value option, and as such has accounted for its debt using the amortized cost method.

Other financial instruments — The Company considers the carrying values of its Cash and cash equivalents, Stock subscriptions receivable, Deferred rent receivable, Prepaid expenses and other assets, Due from related party, Deferred revenue, Distributions payable, Restricted reserves, Accrued interest payable, Due to related parties and Accounts payable and accrued expenses to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.

On April 30, 2019, the Company purchased additional membership interests in the CO Property SPE from a subsidiary owned by CFI for $190,057. As of May 15, 2019, the Company’s interest in the CO Property SPE was 100%.

As a result of such ownership interest, and pursuant to the terms of the CO Property SPE limited liability company agreement, the Company entered into a guaranty agreement pursuant to which the Company has agreed to replace the previous guarantor of the CO Loan, and to assume all of the liabilities and obligations of the previous guarantor as of April 30, 2019.

In addition, on April 30, 2019, the Company entered into an Environmental Indemnity Agreement, pursuant to which, effective as of April 30, 2019, the Company has agreed to (i) replace the previous guarantor and (ii) indemnify against certain environmental liabilities related to the CO Property.

On April 30, 2019, the Company entered into a consent and assumption agreement pursuant to which the Company has agreed to replace the previous guarantor (the “GR Guarantor”) of the GR Loan, and to assume all of the liabilities and obligations of the GR Guarantor as of July 11, 2017. Pursuant to the consent and assumption agreement, the Company also has agreed to indemnify the lender of the GR Loan against certain environmental liabilities related to the GR Property.

On April 30, 2019, the Company entered into a Reimbursement Agreement with the GR Guarantor, an affiliate of CFI, pursuant to which the Company agreed to reimburse, promptly upon demand, all costs and expenses of the GR Guarantor incurred in connection with guaranteeing the GR Loan and an environmental indemnity related to the GR Loan provided by the GR Guarantor (the “Costs and Expenses”), not otherwise recovered by the GR Guarantor from another person or entity. The GR Guarantor shall not be required to recover the Costs and Expenses from any other third party and to the extent the GR Guarantor does receive any reimbursement of Costs and Expenses from a third party after the Company has reimbursed the GR Guarantor for such Costs and Expenses, the GR Guarantor has agreed to return to the Company an amount equal to the Costs and Expenses received from a third party. As of April 30, 2019, there have been no Costs and Expenses incurred by the GR Guarantor.

On May 9, 2019, the Company entered into an amendment to the amended and restated trust agreement of the DST, pursuant to which the Company may remove the manager of the DST, and in such case of removal, or resignation, of the manager, the Company may appoint a successor manager.

As of May 14, 2019, the Company had sold an aggregate of 4,274,103 shares of its common stock (consisting of 2,536,983 Class A shares, 1,114,091 Class T shares, and 623,029 Class I shares) in the Offering resulting in net proceeds of $105,518,571 to the Company as payment for such shares.

On May 14, 2019, the Company’s board of directors authorized, and the Company declared, distributions for the period from May 15, 2019 to August 14, 2019, in an amount equal to $0.004253787 per day (or approximately $1.55 on an annual basis) per share of Class A common stock, Class I common stock and Class T common stock, less, for holders of the shares of Class T common stock, the distribution fees that are payable with respect to shares of Class T common stock. The distributions are payable by the 5^th business day following each month end to stockholders of record at the close of business each day during the prior month.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about Rodin Global Property Trust, Inc.’s (the “Company”) business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. The Company’s actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed under “Risk Factors” in the Company’s Registration Statement on Form S-11 (File No. 333-214130) (the “Registration Statement”), under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, and elsewhere in this Quarterly Report on Form 10-Q. The Company does not undertake to revise or update any forward-looking statements.

This Form 10-Q contains forward-looking statements about the Company’s business, including, in particular, statements about the Company’s plans, strategies and objectives. You can generally identify forward-looking statements by the Company’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Company’s plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Company’s control. Although the Company believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Company’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by the Company or any other person that the Company’s objectives and plans, which the Company considers to be reasonable, will be achieved.

Factors that could cause the Company’s results to be materially different include, but are not limited to the following:

The foregoing list of factors is not exhaustive. Factors that could have a material adverse effect on the Company’s operations and future prospects are set forth under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The factors set forth in the Risk Factors section could cause the Company’s actual results to differ significantly from those contained in any forward-looking statement contained in this quarterly report.

The Company is a Maryland corporation that has elected and qualified to be taxed as a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes beginning with the taxable year ending December 31, 2017. The Company is externally managed by the Advisor, a Delaware limited liability company and wholly owned subsidiary of the Company’s sponsor, CFI. The Company is a commercial real estate company formed to invest in and manage a diversified portfolio of income-producing commercial properties and other real estate-related assets. The Company intends to invest primarily in the acquisition of single-tenant net leased commercial properties located in the U.S., United Kingdom and other European countries.

The Company was incorporated in the State of Maryland on February 2, 2016 under the name Rodin Global Access Property Trust, Inc. On September 12, 2016, the Company changed its name to Rodin Global Property Trust, Inc.

The Company plans to own substantially all of its assets and conduct its operations through Rodin Global Property Trust Operating Partnership, LP (the “Operating Partnership”). The Company is the sole general partner and limited partner of the Operating Partnership and CFI’s wholly owned subsidiary, Rodin Global Property Trust OP Holdings, LLC (the “Special Unit Holder”), is the sole special unit holder of the Operating Partnership.

On February 2, 2016, the Company was capitalized with a $200,001 investment by CFI. The Company has registered with the SEC an offering of up to $1.25 billion in shares of common stock, consisting of up to $1.0 billion in shares in the Company’s primary offering (“Primary Offering”) and up to $250 million in shares pursuant to its distribution reinvestment plan (the “DRP”, and together with the Primary Offering, the “Offering”). The Company’s Registration Statement was declared effective by the SEC on March 23, 2017. On May 18, 2017, the Company satisfied the minimum offering requirement as a result of the purchase of $2.0 million in Class I shares by CFI (the “Minimum Offering Requirement”). As of May 14, 2019, the Company had sold 2,487,069 Class A shares, 1,094,544 Class T shares, and 618,050 Class I shares of common stock in the Primary Offering, as well as 49,914 Class A shares, 19,547 Class T shares, and 4,979 Class I shares in the DRP for aggregate net proceeds of $105,518,571. On February 12, 2019, the Company’s board of directors authorized the extension of the term of the Offering until March 23, 2020.

The Company determines its net asset value as of the end of each quarter. Net Asset Value (“NAV”), as defined, is calculated consistent with the procedures set forth in the Company’s prospectus and excludes any O&O Costs, with such costs to be reflected in the Company’s NAV to the extent the Company reimburses the Advisor for these costs. The board of directors adjusts the offering prices of each class of shares such that the purchase price per share for each class equals the NAV per share as of the most recent valuation date, as determined on a quarterly basis, plus applicable upfront selling commissions and dealer manager fees, less the portion of selling commissions and all of the dealer manager fees paid by CFI (“Sponsor Support”), up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, and up to a total of 1.5% of gross offering proceeds from the sale of Class I shares, incurred in connection with the Offering. The Company intends to publish any adjustment to the NAV and the corresponding adjustments to the offering prices of its shares ordinarily within 45 days after the end of the applicable fiscal quarter. As of March 31, 2019, the Company’s NAV was $25.28 per Class A share, $25.26 per Class T share and $25.28 per Class I share. Accordingly, effective May 22, 2019, the new offering price will be $26.61 per Class A share, $25.78 per Class T share and $25.28 per Class I share. For further discussion of the Company’s NAV calculation, please see “—Net Asset Value”.

The Company intends to invest primarily in the acquisition of single-tenant net leased commercial properties. The Company may also originate and invest in loans related to net leased commercial properties and invest in commercial real estate-related securities. All properties will be acquired by the Company and managed by the Advisor or its affiliates. The number and type of properties or real estate-related securities that the Company acquires will depend upon real estate market conditions, the amount of proceeds the Company raises in its offerings and other circumstances existing at the time the Company is acquiring such assets.

The Company has no employees and has retained the Advisor to manage its affairs on a day-to-day basis. The Advisor’s responsibilities include, but are not limited to, providing real estate-related services, including services related to originating investments, negotiating financing, and providing property-level asset management services, property management services, leasing and construction oversight services and disposition services, as needed. The Advisor is a wholly owned subsidiary of CFI and therefore, the Advisor and CFI are related parties. The Advisor and its affiliates receive, as applicable, compensation, fees and expense reimbursements for services related to the investment and management of the Company’s assets. Such affiliated entities receive fees, expense reimbursements, and distributions (related to ownership of the Company’s common stock) as well as other compensation during the offering, acquisition, operational and liquidation stages.

The Company is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting real estate generally, that may be reasonably anticipated to have a material impact on either capital resources or the revenues or income to be derived from acquiring properties or real estate-related securities, other than those referred to in this Quarterly Report on Form 10-Q.

The Company funded the purchase of the GR Property with cash from the Offering and a loan from UBS AG.

The GR Property is 100% leased to Walgreen Co. (“Walgreens”), a subsidiary of Walgreens Boots Alliance Inc. (NASDAQ: WBA). Walgreens is rated investment grade by Moody’s and Standards & Poor’s. The lease is a triple net lease whereby, in addition to base rent, the lease requires the tenant to pay substantially all operating expenses, including repairs and maintenance, as well as real estate taxes.

The following table provides information about the GR Property relating to the lease commencement and termination dates, rentable square feet, annualized rental income, rental escalations and tenant termination options.

(2) Represents the annualized rental income for the first five lease years for the GR Property commencing on the date the Company acquired the GR Property, July 11, 2017.

On February 1, 2018, the Company, through the Operating Partnership, acquired, together with a subsidiary of CFI, the FM Property, at a contract purchase price of $40,000,000, exclusive of closing costs. The fee simple interest in the FM Property is held by a single purpose limited liability company (the “FM Property SPE”). The FM Property was acquired from LIC Charlotte Office Building, Inc. (the “FM Seller”). The FM Seller is a third party and not affiliated with the Company or CFI.

The Company funded its pro rata portion of the purchase price (approximately $8.4 million) and acquisition expenses with cash from the Offering. The FM Property SPE acquired the FM Property with the proceeds of contributions from its members and a loan from UBS AG.

Subsequent to the date of initial acquisition, the Company purchased additional membership interests in the FM Property SPE from CFI totaling $10,605,551. As of March 31, 2019, the Company’s ownership interest in the FM Property SPE was 100%.

Based on the Company’s consolidation analysis, the FM Property SPE was accounted for as an equity method investment from the date of acquisition through August 9, 2018, the date on which the Operating Partnership exceeded 95% ownership of the FM Property SPE. Accordingly, on August 9, 2018, the Company replaced the Guarantor of the FM Loan (as defined below) with respect to the guarantee, and, per the terms of the FM Property SPE operating agreement, the Operating Partnership became the managing member of the FM Property SPE. Based on the consolidation analysis performed, the Company has accounted for its investment in the FM Property on August 9, 2018 at an acquisition purchase price of $39,290,702.

The FM Property is 100% leased to Daimler Trucks North America, LLC, (“Daimler”), a subsidiary of Daimler AG. The lease is net whereby the tenant is responsible for operating expenses, real estate taxes, insurance, repairs, maintenance and capital expenditures (excluding roof, structure and certain HVAC items), in addition to base rent.

The following table provides certain information about the FM Property relating to the lease commencement and termination dates, rentable square feet, annualized rental income, rental escalations and tenant termination options.

(2) Represents the annualized rental income for the first five lease years for the FM Property commencing on the date the Company acquired the FM Property, February 1, 2018.

The Company funded its portion of the purchase price with cash from its ongoing initial public offering. The CO Property was acquired with the proceeds of contributions from the CO Property SPE’s members and a loan from Cantor Commercial Real Estate Lending, L.P. (“CCRE”) as described below.

Subsequent to the date of initial acquisition, the Company purchased additional membership interests in the CO Property SPE from CFI totaling $6,666,846. As of March 31, 2019, the Company’s ownership interest in the CO Property SPE was 98.90%, and CFI’s interest was 1.10%.

Based on the Company’s consolidation analysis, the CO Property SPE was accounted for as an equity method investment from the date of acquisition through December 17, 2018, the date on which the CO Property SPE operating agreement was amended to include the Operating Partnership as a co-managing member, with CFI, of the CO Property SPE. Based on the consolidation analysis performed, the Company has accounted for its investment in the CO Property on December 17, 2018 at an acquisition purchase price of $47,005,910.

The CO Property is currently managed by a subsidiary of CFI, pursuant to a property management agreement.

The Company funded the purchase of the Lewisville Property with cash from the Offering. The Company has accounted for its investment in the Lewisville Property at an acquisition purchase price of $14,155,770.

(2) Represents the annualized rental income for the first five lease years for the Lewisville Property commencing on the date the Company acquired the Lewisville Property, November 7, 2018.

During the year ended December 31, 2018, the Company, through the Operating Partnership, purchased the remaining 3,868 beneficial interests in the DST from a subsidiary owned by CFI totaling 3,867,646. As of March 31, 2019, the Company owned 100% of the interest in the DST.

The Company funded the acquisition of the Interests with cash from the Offering.

The DST acquired the DST Properties from Walgreens in a sale-leaseback transaction.

The following table provides information about the DST Properties relating to their location, rentable square feet, and annualized rental income.

On November 15, 2016, in connection with the purchase of the DST Properties, the DST entered into a loan agreement (the “DST Loan”) with Citigroup Global Markets Realty Corp. with an outstanding principal amount of $22,495,184. The DST Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.593% per annum (based on a 360-day year). The DST Loan matures on December 1, 2031 and may be prepaid (a) subject to customary yield maintenance provisions on or after January 2, 2019 and (b) without penalty on or after September 2, 2026; provided that in each case the DST Loan may be prepaid in whole, but not in part. The anticipated repayment date of the DST Loan is December 1, 2026 (the “Anticipated Repayment Date”). Commencing on September 1, 2026, excess cash flow generated by the DST Properties will be held as additional security for the DST Loan. To the extent the DST Loan has not been repaid by the Anticipated Repayment Date, excess cash flow from the DST Properties will be applied to the repayment of the outstanding principal and the DST Loan will bear interest at an increased rate of three percent per annum plus the greater of (a) 4.593% and (b) the ten year swap yield as of the first business day after the Anticipated Repayment Date. The DST Loan contains customary events of default. As is customary in such financings, if an event of default occurs under the DST Loan, the lender may accelerate the repayment of the outstanding principal amount and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period. CF Real Estate Holdings, LLC, an affiliate of CFI, has guaranteed (x) any losses that the lender may incur as a result of the occurrence of certain bad acts of the borrower and (y) the repayment of the DST Loan upon the occurrence of certain other significant events, including bankruptcy.

Organization and Offering Expenses. The Company will reimburse the Advisor and its affiliates for O&O Costs it incurs on the Company’s behalf but only to the extent that the reimbursement does not cause the selling commissions, the dealer manager fee and the other organization and offering expenses borne by the Company to exceed 15.0% of gross offering proceeds of the Offering as of the date of the reimbursement. If the Company raises the maximum offering amount in the Primary Offering and under the DRP, the Company estimates organization and offering expenses (other than upfront selling commissions, dealer manager fees and distribution fees), in the aggregate, to be 1% of gross offering proceeds of the Offering. These organization and offering costs include all costs (other than upfront selling commissions, dealer manager fees and distribution fees) to be paid by the Company in connection with the initial set up of the organization of the Company as well as the Offering, including legal, accounting, printing, mailing and filing fees, charges of the transfer agent, charges of the Advisor for administrative services related to the issuance of shares in the Offering, reimbursement of bona fide due diligence expenses of broker-dealers, and reimbursement of the Advisor for costs in connection with preparing supplemental sales materials.

The Advisor has agreed to pay for all of the O&O Costs through the first anniversary of the date on which the Company satisfied the Minimum Offering Requirement, which was May 18, 2018 (the “Escrow Break Anniversary”). After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap (as defined below). Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for such costs on a monthly basis, which will continue through May 18, 2021; provided that the Company will not be obligated to reimburse any amounts that as a result of such payment would cause the aggregate payments for O&O Costs paid to the Advisor to exceed 1% of gross offering proceeds of the Offering (the “1% Cap”) as of such reimbursement date. As of March 31, 2019 and December 31, 2018, the Advisor had incurred $7,617,759 and $6,896,987 respectively, of O&O Costs (other than upfront selling commissions, dealer manager fees and distribution fees) on behalf of the Company. The amount of the Company’s obligation is limited to the 1% Cap less any reimbursement payments made by the Company to the Advisor for O&O Costs incurred, which at March 31, 2019 and December 31, 2018 was $829,693 and $743,439, respectively. As of March 31, 2019 and December 31, 2018, organizational costs were $13,171 and $13,039, respectively, and offering costs were $1,017,844 and $877,248, respectively. As of March 31, 2019 and December 31, 2018, the Company has made reimbursement payments of $201,322 and $146,848, respectively, to the Advisor for O&O Costs incurred. As of March 31, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company.

Asset Management Fees. Asset management fees are due to the Advisor and consist of monthly fees equal to one-twelfth of 1.25% of the cost of the Company’s investments at the end of each month. In the case of investments made through joint ventures, the asset management fee will be determined based on the Company’s proportionate share of the underlying investment. For the three months ended March 31, 2019 and March 31, 2018, the Company incurred asset management fees of $501,698 and $173,870, respectively. The asset management fee related to the first quarter of 2018 of $173,870 was waived by the Advisor. There can be no assurance that the Advisor will waive the asset management fee or any other fees or expenses in periods subsequent to March 31, 2018. The asset management fee related to the month of March 2019 of $169,833 is unpaid as of March 31, 2019. The amount of asset management fees incurred by the Company during the applicable period is included in the calculation of the limitation of operating expenses pursuant to the 2%/25% Guidelines (as defined and described below).

Pursuant to the terms of the Advisory Agreement between the Company and the Advisor, the Company is obligated to reimburse the Advisor for certain operating expenses. Beginning on October 1, 2018, the Company was subject to the limitation that it generally may not reimburse the Advisor for any amounts by which the total operating expenses at the end of the four preceding fiscal quarters exceeds the greater of (i) 2.0% of average invested assets (as defined in the Advisory Agreement) and (ii) 25.0% of net income other than any additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of investments for that period (the “2%/25% Guidelines”). If the Company’s independent directors determine that all or a portion of such amounts in excess of the limitation are justified based on certain factors, the Company may reimburse amounts in excess of the limitation to the Advisor. In addition, beginning on October 1, 2018, the Company may request any operating expenses that were previously reimbursed to the Advisor in prior or future periods in excess of the limitation to be remitted back to the Company. The Company reimbursed $1,004,539 of the operating expense reimbursement obligation to the Advisor in January 2019. As of March 31, 2019, the Company has accrued but not reimbursed $204,253 in operating expenses pursuant to the Advisory Agreement, which represents the current operating expense reimbursement obligation to the Advisor.

During the three months ended March 31, 2018, the Company incurred operating expenses reimbursable to the Advisor of $937,722.

Cantor Fitzgerald & Co. (the “Dealer Manager”) is a registered broker-dealer affiliated with CFI. The Company entered into an agreement with the Dealer Manager and is obligated to pay various commissions and fees with respect to the Class A, Class T and Class I shares distributed in the Offering. For providing such services, the Dealer Manager will receive fees. CFI will pay a portion of selling commissions and all of the dealer manager fees, up to a total of 4.0% of gross offering proceeds from the sale of Class A shares and Class T shares, as well as 1.5% of Class I shares, incurred in connection with the Offering. The Company will reimburse such expenses (i) immediately prior to or upon the occurrence of a liquidity event, including (A) the listing of the Company’s common stock on a national securities exchange or (B) a merger, consolidation or a sale of substantially all of the Company’s assets or any similar transaction or any transaction pursuant to which a majority of the Company’s board of directors then in office are replaced or removed, or (ii) upon the termination of the Advisory Agreement by the Company or by the Advisor. In each such case, the Company only will reimburse CFI after the Company has fully invested the proceeds from the Offering and the Company’s stockholders have received, or are deemed to have received, in the aggregate, cumulative distributions equal to their invested capital plus a 6.0% cumulative, non-compounded annual pre-tax return on such invested capital.

Distribution Fees. Distribution fees are payable to the Dealer Manager with respect to the Company’s Class T shares only, all or a portion of which may be re-allowed by the Dealer Manager to participating broker-dealers. The distribution fees accrue daily and are calculated on outstanding Class T shares issued in the Primary Offering in an amount equal to 1.0% per annum of (i) the gross offering price per Class T share in the Primary Offering, or (ii) if the Company is no longer offering shares in a public offering, the most recently published per share NAV of Class T shares. The distribution fee will be payable monthly in arrears and will be paid on a continuous basis from year to year. During the three months ended March 31, 2019 and March 31, 2018, the Company paid distribution fees of $58,817 and $16,485, respectively. As of March 31, 2019 and December 31, 2018, the Company has incurred a liability of $863,933 and $806,038, respectively, $20,071 and $19,415, respectively, of which was due as of March 31, 2019 and December 31, 2018 and paid during April 2019 and January 2019, respectively.

The following table summarizes the above mentioned fees and expenses incurred by the Company for three months ended March 31, 2019:

		Due to related parties as of		Three months ended March 31, 2019				Due to related parties as of
Type of Fee or Reimbursement	Financial Statement Location	December 31, 2018		Incurred		Paid		March 31, 2019
Management Fees
Asset management fees	Management fees	$	152,072	$	501,698	$	483,937	$	169,833
Property management and oversight fees	Management fees		8,647		26,076		25,983		8,740
Organization, Offering and Operating Expense Reimbursements
Operating expenses⁽¹⁾	General and administrative expenses		1,004,539		204,253		1,004,539		204,253
Organization expenses⁽²⁾	General and administrative expenses		10,860		131		758		10,233
Offering costs⁽²⁾	Additional paid-in capital		732,579		140,595		53,714		819,460
Commissions and Fees
Selling commissions and dealer manager fees, net	Additional paid-in capital		27,846		833,368		861,214		—
Distribution fees	Additional paid-in capital		806,038		116,712		58,817		863,933
Total		$	2,742,581	$	1,822,833	$	2,488,962	$	2,076,452

(2) As of March 31, 2019, the Advisor has incurred, on behalf of the Company, a total of $7,617,759 of O&O Costs, of which the Company’s obligation is limited to $829,693, pursuant to the 1% Cap.

As of March 31, 2019, CFI has invested $4,757,657 in the Company through the purchase of 190,357 shares (8,180 Class A shares for an aggregate purchase price of $200,001 and 182,177 Class I shares for an aggregate purchase price of $4,557,656). 124,177 of the Class I shares in the amount of $3,107,656 were purchased by CFI pursuant to the distribution support agreement, which provides that in certain circumstances where the Company’s cash distributions exceed the Company’s modified funds from operations, CFI will purchase up to $5.0 million of Class I shares (including the $2.0 million of shares purchased in order to satisfy the minimum offering) at the then current offering price per Class I share net of dealer manager fees to provide additional cash to support distributions to the Company’s stockholders.

The Company’s rental revenues consist primarily of rental income from triple net leased commercial properties. The increase in rental revenues of $1,805,794 for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was primarily due to the acquisition of rental income-producing properties, namely the FM Property, the CO Property, and the Lewisville Property.

The tenant reimbursement income consists of amounts received by the Company from the tenants of its properties for reimbursable expenses paid by the Company on behalf of the tenants in accordance with the provisions of the respective property leases. The increase in tenant reimbursement income of $373,244 for the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was primarily due to the acquisition of the FM Property.

The general and administrative expenses consist primarily of operating expense reimbursements to the Advisor, accounting fees and other professional fees.

The decrease in general and administrative expenses of $794,494 during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was mainly due to a decrease in the amount of operating expenses incurred by the Company during such periods. As of March 31, 2019, the Advisor has incurred, on behalf of the Company, a total of $4,958,242 in Unreimbursed Operating Expenses, including a total of $601,082 for the three months ended March 31, 2019, for which the Advisor has not invoiced the Company for reimbursement.

Pursuant to the terms of the Advisory Agreement with the Advisor and based upon the amount of the Company’s current invested assets, the Company is required to pay to the Advisor a monthly asset management fee, and may pay a monthly property management fee to the Advisor or affiliate of the Advisor, if the Advisor or such affiliate serves as a property manager with respect to a particular property. Additionally, the Company may be required to reimburse certain expenses incurred by the Advisor in providing such asset management services, subject to limitations as set forth in the Advisory Agreement. The increase in management fees of $527,774 for the three ended March 31, 2019, as compared to the three ended March 31, 2018, was due to the acquisition of the FM Property, the CO Property, and the Lewisville Property, and certain other investments in real estate-related assets. For the three months ended March 31, 2018, the asset management fee and property management fees incurred by the Company were waived by the Advisor.

The increase in depreciation and amortization expenses of $924,579 for the three months ended March 31, 2019, as compared to for the three months ended March 31, 2018, was primarily due to the acquisition of the FM Property, the CO Property, and the Lewisville Property.

Interest expense is composed of interest paid and accrued on the Company’s outstanding loans payable, and also includes amortization of deferred financing costs.

The increase in interest expense of $565,988 during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was primarily due to an increase of $47,143,057 in the aggregate amount of debt outstanding during the three months ended March 31, 2019, as compared to the amount outstanding during the three months ended March 31, 2018.

Interest income is composed of interest earned on interest bearing cash deposit accounts with banking institutions.

The increase in interest income of $12,784 during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was primarily due to an increase in the amount of cash and cash equivalents held in interest bearing deposit accounts with banking institutions.

Income from investments in real estate-related assets is earned on the Company’s investments in the DST, the Pennsylvania SPE and the Illinois SPE.

The increase in income from investments in real estate-related assets of $211,358 during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018, was primarily due to the acquisition of membership interests in the Pennsylvania SPE and the Illinois SPE.

The Company defines modified funds from operations (“MFFO”) in accordance with the definition established by the Institute for Portfolio Alternatives, or IPA. The Company’s computation of MFFO may not be comparable to other REITs that do not calculate MFFO using the current IPA definition. MFFO is calculated using funds from operations (“FFO”). The Company computes FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT, as net income or loss (computed in accordance with accounting principles generally accepted in the United States, or U.S. GAAP), excluding gains or losses from sales of depreciable properties, the cumulative effect of changes in accounting principles, real estate-related depreciation and amortization, impairment charges on depreciable property owned directly or indirectly and after adjustments for unconsolidated/uncombined partnerships and joint ventures. FFO, as defined by NAREIT, is a computation made by analysts and investors to measure a real estate company’s cash flow generated by operations. The Company’s computation of FFO may not be comparable to other REITs that do not calculate FFO in accordance with the current NAREIT definition. MFFO excludes from FFO the following items:

FFO and MFFO should not be considered as an alternative to net income (determined in accordance with U.S. GAAP) as an indication of performance. In addition, FFO and MFFO do not represent cash generated from operating activities determined in accordance with U.S. GAAP and are not a measure of liquidity. FFO and MFFO should be considered in conjunction with reported net income and cash flows from operations computed in accordance with U.S. GAAP, as presented in the financial statements.

On May 14, 2019, the Company’s board of directors approved an estimated NAV as of March 31, 2019 of $25.28 per share for Class A and I, and $25.26 for Class T. The calculation of the Company’s estimated NAV was performed by Robert A. Stanger & Co., Inc. (“Stanger”), its independent valuation firm, in accordance with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus and under the oversight of the Company’s board of directors. Although the independent valuation firm performs the calculation of the Company’s estimated NAV, the Company’s board of directors is solely responsible for the determination of the Company’s estimated NAV.

In accordance with our current valuation procedures, our NAV was based in part upon: (i) the appraised value of the GR Property, the FM Property, the CO Property and the Lewisville Property; (ii) the estimated net asset value of our real-estate related DST, based on the appraised value of the DST Properties and fair market value of the DST Properties’ mortgage debt; (iii) the fair market value of our loans payable; (iv) the estimated non-controlling interest held in our consolidated CO Property, based upon its appraised value and fair market value of its debt; (v) the Company’s investment amount in the Pennsylvania SPE and Illinois SPE that made a preferred equity investment (Pennsylvania SPE) and junior mezzanine loan (Illinois SPE), adjusted for changes in other tangible assets and liabilities of each SPE since the date of the Company’s investment; and (vi) the net tangible assets and liabilities of the Company as of the Valuation Date, as outlined in more detail below.

Pursuant to its valuation guidelines, the Company engaged Stanger to provide its appraised market value of the GR Property as of September 30, 2018 and, as of March 31, 2019, the FM Property, the CO Property, and the Lewisville Property (collectively the “Appraised Properties”). Pursuant to our engagement agreement with Stanger, the appraisals of the Appraised Properties were prepared utilizing solely the income approach to value, using a direct capitalization analysis for the GR Property and both a direct capitalization analysis and discounted cash flow analysis (“DCF”) for the FM Property, CO Property and Lewisville Property. The direct capitalization analysis is based upon the estimated net operating income of the Appraised Properties capitalized at an appropriate capitalization rate considering property characteristics and competitive position, the credit profile of the tenant/guarantor under the leases encumbering the Appraised Properties, the terms of the leases encumbering the Appraised Properties, and market conditions as of the date of value. The DCF analysis (used for the FM Property, the CO Property and the Lewisville Property) is based upon multi-year cash flow projections for each applicable property prepared in accordance with the lease which currently encumbers each property. Each property was assumed to be sold after the expiration of the initial lease term and any renewal terms deemed materially favorable to the tenant, of which there were none. The reversion value of the property which can be realized upon sale is calculated based on the current economic rental rate deemed reasonable for the property, escalated at a rate indicative of current expectations in the marketplace for the property. The projected market rate net operating income of the property for the year following the year of sale is then capitalized at an appropriate capitalization rate reflecting the age and anticipated functional and economic obsolescence and competitive position of the property to determine its reversion value. Net proceeds of sale are determined by deducting estimated costs incurred at the time of sale, estimated at 2% of the gross reversion value. Finally, the discounted present value of the cash flow stream from operations (including any estimated releasing costs at the end of the assumed current lease term) and the discounted present value of the net proceeds from sale are summed to arrive at a total estimated value for the property. The capitalization rates applied to the Appraised Properties ranged from 6.00% to 6.25%, with a weighted average of approximately 6.11%. The discount rates applied to the estimated net cash flow from operations of the Appraised Properties for which a DCF analysis was conducted ranged from 5.50% to 7.50%, with a weighted average of approximately 6.74%. The discount rates applied to the estimated residual value of the Appraised Properties for which a DCF analysis was conducted ranged from 7.00% to 7.50%, with a weighted average of approximately 7.34%. The residual capitalization rates applied to the Appraised Properties for which a DCF analysis was conducted ranged from 6.25% to 6.75%, with a weighted average of approximately 6.59%. Where both a direct capitalization analysis and DCF was utilized, the indicated value from each approach was reviewed and a final appraised value was concluded. While a sales comparison approach was not conducted, Stanger reviewed regional property sale data for each Appraised Property in order to assist in the selection of capitalization rates applied in the appraisals and to observe transaction prices per square foot in the Appraised Properties’ regional markets. The aggregate appraised value of the Appraised Properties was of $112,580,000.

The appraised values of the Appraised Properties are subject to the general assumptions and limiting conditions set forth in the appraisal reports rendered to the Company by Stanger.

Pursuant to its valuation guidelines, the Company engaged Stanger to provide its opinion of market value of each of the DST Properties as of September 30, 2018, and value the mortgage debt encumbering the DST Properties, both as discussed in more detail below, in order to determine the net asset value of the Company’s DST investment.

The Company engaged Stanger to provide its appraised market value of each of the DST Properties as of September 30, 2018 (the “DST Property Appraisal”). Pursuant to our engagement agreement with Stanger, the DST Property Appraisal was prepared utilizing solely the income approach to value, specifically a direct capitalization analysis in a manner as outlined above in “Appraisal of Consolidated Real Estate” and subject to the assumptions and limiting conditions contained in the appraisal report rendered by Stanger. As with the appraisal of the Appraised Properties, the capitalization rates applied in the direct capitalization analysis were based upon several factors, including property characteristics and competitive position, the credit rating of the guarantor under the DST Property leases, the terms of the leases encumbering the DST Properties, and market conditions as of the date of value. The capitalization rates applied to the estimated net operating income for the 12-month period following the DST Property Appraisals’ valuation date were applied on a property-by-property basis and ranged from 5.0% to 6.0%, with a weighted average of 5.6%, producing an aggregate appraised value of the DST Properties of $39,200,000.

Stanger performed a valuation of the mortgage debt encumbering the DST Properties in a manner as outlined below in “Fair Value of Long-Term Debt” and subject to the assumptions and limiting conditions contained therein. The appraised values of the DST Properties were utilized as a component of the mortgage debt analysis. The discount rate applied to the future debt payments of the mortgage debt encumbering the DST Properties was 4.65%, producing a fair value estimate of the mortgage debt encumbering the DST Properties of $22,512,000, before reflecting the Company’s ownership interest in the DST.

In performing the calculation of the NAV, Stanger then added the other tangible net assets of the DST to the appraised value of the DST Properties less the estimated value of the DST Properties mortgage debt and multiplied the resulting total by the Company’s ownership interest in the DST (100%) to produce the value of the Company’s investment in the DST as of the valuation date.

Estimated Market Value of Unconsolidated Real Estate-Related Albertsons Investments

In accordance with the Company’s valuation procedures, both the Pennsylvania SPE and the Illinois SPE were included in the determination of NAV at the Company’s investment amount, as adjusted for any changes in other tangible assets less tangible liabilities of the SPE as of March 31, 2019. The investment amounts for the Pennsylvania SPE and Illinois SPE included in the NAV determination were approximately $8,324,000 and $9,074,000, respectively.

Estimated Market Value of the Non-Controlling Interest in the Consolidated CO Property SPE

To value the non-controlling interest in the consolidated CO Property SPE held by CFI, Stanger relied upon the appraised value of the CO Property (as discussed in “Appraisal of Consolidated Real Estate” above). The value of the 1.10% non-controlling interest in the CO Property SPE utilized this property value, plus other tangible CO Property SPE assets, less an estimate of the value of the mortgage debt encumbering the CO Property (as discussed in “Fair Value of Long Term Debt” below) and other tangible CO Property SPE liabilities. The deduction included in the NAV determination for the CO Property SPE non-controlling interest was approximately $250,000.

Stanger performed a valuation of the property-level debt by reviewing available market data for comparable liabilities and applying a selected discount rate to the stream of future debt payments. The discount rate was selected based on several factors including U.S. Treasury yields as of the valuation date, as well as loan-specific items such as loan-to-value ratio, debt service coverage ratio, collateral property location, age, type, lease term and lessee credit quality, prepayment terms, and maturity and loan origination date. The discount rates applied to the future debt payments of our long-term debt ranged from 4.15% to 4.45%, with a weighted average of approximately 4.42%. Stanger’s valuation of the long-term debt is based in part on the appraised values of the encumbered Appraised Properties, which represent the collateral associated with the long-term debt as well as certain other assumptions and limiting conditions, including: (i) Stanger was provided with loan documents and other factual loan information by the Advisor and has relied upon and assumed that such information is correct in all material respects and no warranty is given by Stanger as to the accuracy of such information; (ii) each collateral property is assumed to be free and clear of liens (other than the mortgage being valued); (iii) information furnished by others, upon which all or portions of Stanger’s value opinion is based, is believed to be reliable but has not been verified, and no warranty is given as to the accuracy of such information; (iv) no material change has occurred in the value of the collateral properties from the date of last appraisal through the NAV date; and (v) each mortgage is assumed to be salable, transferable or assumable between parties and is further assumed not to be in default. Stanger’s opinion of the long-term debt value was predicated on the above assumptions.

In performing the calculation of the estimated NAV, Stanger added the appraised values of the Appraised Properties, the estimated net asset value of the Company’s investment in the DST, the Company’s investment amount in the Pennsylvania SPE and Illinois SPE and other tangible assets of the Company, consisting of cash and equivalents, receivables and prepaid assets and subtracted the estimated fair market value of the Company’s long-term debt, the value of the non-controlling interest in the CO Property SPE, and other tangible liabilities of the Company, consisting of accounts payable and accrued expenses, but excluding amounts owed to the Advisor for reimbursement of O&O Costs less the current accrued O&O Costs liability (consistent with our valuation procedures), and consideration of any other amounts due to the Advisor or affiliates for repayment of the Sponsor Support or amounts due to the Special Unit Holder upon a liquidation of the Company to produce an estimated NAV as of March 31, 2019, consistent with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus, of $25.28 per share for Class A and I, and $25.26 for Class T shares.

The determination of NAV involves a number of assumptions and judgments, including estimates of the Advisor’s interest in disposition proceeds (if any). These assumptions and judgments may prove to be inaccurate. There can be no assurance that a stockholder would realize $25.28 per share of Class A and I common stock or $25.26 for Class T common stock if the Company were to liquidate or engage in another type of liquidity event today. In particular, the Company’s March 31, 2019 NAV is partially based on appraisals of the fair market value of certain of the Company’s real estate property investments from the preceding year and also the investment amounts in the Pennsylvania SPE and Illinois SPE paid during the current quarter, and does not consider fees or expenses that may be incurred in providing a liquidity event, including reimbursement of amounts to the Advisor for O&O Costs and any operating expenses that have not been invoiced by the Advisor. We believe the methodology of determining the Company’s NAV conforms to the Institute for Portfolio Alternative’s Practice Guideline for Valuations of Publicly Registered Non-Listed REITs (April 2013) and is prepared in accordance with the procedure described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus. In addition, the Company’s board of directors periodically reviews the Company’s NAV policies and procedures.

The purchase price per share for each class of the Company’s common stock will generally equal the prior quarter’s NAV per share, as determined quarterly, plus applicable selling commissions and dealer manager fees. The NAV for each class of shares is based on the value of the Company’s assets and the deduction of any liabilities, and any distribution fees applicable to such class of shares.

The following table provides a breakdown of the major components of the Company’s NAV:

The following table reconciles stockholders’ equity per the Company’s consolidated balance sheet to the Company’s NAV:

The following details the adjustments to reconcile U.S. GAAP stockholders’ equity to the Company’s NAV:

Our investments in real estate are presented at historical cost, including acquisition costs, in our U.S. GAAP consolidated financial statements. As such, any increases in the fair market value of our investments in real estate are not included in our U.S. GAAP results. For purposes of determining our NAV, our investments in real estate are presented at fair value.

Our investments in real estate-related assets are presented at historical cost, including acquisition costs, in our U.S. GAAP consolidated financial statements. As such, any increases in the fair market value of our investments in real estate-related assets are not included in our U.S. GAAP results. For purposes of determining our NAV, our investments in real estate-related assets are presented at fair value.

The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through the Escrow Break Anniversary. Such costs are being reimbursed to the Advisor, ratably, by the Company, over 36 months beginning on May 19, 2018, subject to the 1% Cap. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. As of March 31, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company. Under U.S. GAAP, the Company's reimbursement liability pertaining to the O&O Costs is recorded as a component of Due to related parties in the Company's consolidated balance sheet. For NAV, such costs are recognized as a reduction in NAV as they are reimbursed.

The Company capitalizes acquisition costs incurred with the acquisition of its investments in real estate in accordance with U.S. GAAP. Such acquisition costs are not included in the value of real estate investments for purposes of determining NAV.

Costs incurred in connection with obtaining financing are capitalized and amortized over the term of the related loan in accordance with U.S. GAAP. Such deferred financing costs are not included in the value of debt for purposes of determining NAV.

Accrued distribution fee represents the accrual for the full cost of the distribution fee for Class T shares. Under U.S. GAAP the Company accrued the full cost of the distribution fee as an offering cost at the time it sells the Class T shares. For purposes of NAV the Company recognizes the distribution fee as a reduction of NAV on a quarterly basis as such fee is due.

The Company depreciates its investments in real estate and amortizes certain other assets and liabilities in accordance with U.S. GAAP. Such depreciation and amortization is not considered for purposes of determining NAV.

Our debt obligations are presented at historical cost in our U.S. GAAP consolidated financial statements. As such, any increases in the fair value of our debt obligations are not included in our U.S. GAAP results. For purposes of determining our NAV, our debt obligations are presented at fair value.

Deferred rent receivable represents rent earned in excess of rent received as a result of straight-lining rents over the term of the lease on certain of the Company’s properties. Such deferred rent receivable is not considered for purposes of determining NAV.

Non-controlling interests in subsidiaries represents the equity ownership in a consolidated subsidiary which is not attributable to the Company. The interests are presented at fair value for purposes of determining our NAV.

Assuming all other factors remain unchanged, the table below presents the estimated increase or decrease to our March 31, 2019 NAV for a change in the going-in capitalization rate and, where a DCF analysis was utilized, discount rates and terminal capitalization rates used in the Appraised Properties appraisals and the DST Properties appraisal together with a 5% change in the discount rates used to value our long-term debt and the DST Properties mortgage debt:

Sensitivity Analysis	Range of NAV (Class A & I)									Range of NAV (Class T)
	Low			Concluded			High			Low			Concluded			High
Estimated Per Share NAV	$	23.08		$	25.28		$	26.40		$	23.06		$	25.26		$	26.38
Capitalization Rate - Appraised Properties		6.42	%		6.11	%		5.81	%		6.42	%		6.11	%		5.81	%
Capitalization Rate - DST Properties		5.88	%		5.60	%		5.32	%		5.88	%		5.60	%		5.32	%
Cash Flow Discount Rate - Appraised Properties		7.08	%		6.74	%		6.41	%		7.08	%		6.74	%		6.41	%
Residual Discount Rate - Appraised Properties		7.70	%		7.34	%		6.97	%		7.70	%		7.34	%		6.97	%
Terminal Capitalization Rate - Appraised Properties		6.92	%		6.59	%		6.26	%		6.92	%		6.59	%		6.26	%
Discount Rate - Long-Term Debt Consolidated		4.20	%		4.42	%		4.65	%		4.20	%		4.42	%		4.65	%
Discount Rate - DST Properties Mortgage Debt		4.42	%		4.65	%		4.88	%		4.42	%		4.65	%		4.88	%

The Company is dependent upon the net proceeds from the Offering to conduct its principal operations. The Company will obtain the capital required to purchase real estate and real estate-related investments and conduct its operations from the proceeds of the Offering, any future offerings, from secured or unsecured financings from banks and other lenders and from any undistributed funds from its operations.

If the Company is unable to raise substantial funds in the Offering, it will make fewer investments resulting in less diversification in terms of the type, number and size of investments it makes and the value of an investment in the Company will fluctuate with the performance of the limited assets it acquires. Further, the Company will have certain fixed operating expenses, including certain expenses as a REIT, regardless of whether it is able to raise substantial funds in the Offering. The Company’s inability to raise substantial funds would increase its fixed operating expenses as a percentage of gross income, reducing its net income and limiting its ability to make distributions. As of March 31, 2019, the Company raised gross proceeds of $103,101,431 in the Offering.

The Company uses debt financing as a source of capital. The Company’s charter limits the Company from incurring debt if the Company’s borrowings exceed 300% of the cost of the Company’s net assets, which is estimated to approximate 75% of the cost of its tangible assets (before deducting depreciation or other non-cash reserves), though the Company may exceed this limit under certain circumstances. Once the Company has fully deployed the proceeds of the Offering, the Company expects its debt financing and other liabilities may likely be approximately 50% of the cost of its tangible assets (before adjusting for depreciation or other non-cash reserves), although it may exceed this level during the offering stage.

On July 11, 2017, in connection with the purchase of the GR Property, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “GR Loan”) with UBS AG with an outstanding principal amount of $4,500,000. As of March 31, 2019, the carrying amount of the GR Loan on the Company’s consolidated balance sheet is $4,432,171, which is net of $67,829 of deferred financing costs. The GR Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.1064% per annum through the anticipated repayment date, July 6, 2027, and thereafter at a revised interest rate of 3.0% per annum plus the greater of the initial interest rate or the 10 year swap yield through the maturity date, June 30, 2032.

On February 1, 2018, in connection with the purchase of the FM Property, a wholly owned subsidiary of the Operating Partnership entered into a loan agreement (the “FM Loan”) with UBS AG with an outstanding principal amount of $21,000,000. As of March 31, 2019, the carrying amount of the FM Loan on the Company’s consolidated balance sheet is $20,819,171, which is net of $180,829 of deferred financing costs. The FM Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.4329% per annum through the anticipated repayment date, February 6, 2028 (the “FM Anticipated Repayment Date”), and thereafter at a revised interest rate of 3.0% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the FM Anticipated Repayment Date.

On July 31, 2018, in connection with the purchase of the CO Property, the CO Property SPE entered into a loan agreement (the “CO Loan”) with CCRE with an outstanding principal amount of $26,550,000. As of March 31, 2019, the carrying amount of the CO Loan on the Company’s consolidated balance sheet is $26,315,690, which is net of $234,310 of deferred financing costs. The CO Loan provides for monthly interest payments and bears interest at an initial fixed rate of 4.9425% per annum through the anticipated repayment date, August 6, 2028 (the “CO Loan Anticipated Repayment Date”), and thereafter at an increased rate of 2.50% per annum plus the greater of the initial interest rate or the 10 year swap yield as of the first business day after the CO Loan Anticipated Repayment Date.

In addition to making investments in accordance with its investment objectives, the Company uses its capital resources to make certain payments to the Advisor and Dealer Manager. In conjunction with the Primary Offering, payments are made to the Dealer Manager for selling commissions, dealer manager fees, and distribution fee payments. With regards to the total organization and offering costs, including selling commissions, dealer manager fees, distribution fees and reimbursement of other organization and offering costs, will not exceed 15% of the gross proceeds of the Offering, including proceeds from sales of shares under the Company’s DRP. Additionally, the Company expects to make payments to the Advisor in connection with the management of its assets and costs incurred by the Advisor in providing services to the Company.

The Company anticipates that over time adequate cash will be generated from operations to fund its operating and administrative expenses, continuing debt service obligations and the payment of distributions. However, the Company’s ability to finance its operations is subject to some uncertainties. The Company’s ability to generate working capital is dependent on its ability to attract and retain tenants, investments that generate cash flow, and the economic and business environments of the various markets in which the Company’s properties will be located. The Company’s ability to sell its assets is partially dependent upon the state of real estate markets and the ability of purchasers to obtain financing at reasonable commercial rates. In general, the Company policy is to pay distributions from cash flow from operations but should operations not be sufficient to fund cash distributions, the Company has entered into the distribution support agreement with CFI to purchase up to $5 million in Class I shares from the Company to provide additional cash support distributions. However, if the Company has not generated sufficient cash flow from its operations and other sources, such as from the Distribution Support Agreement, or the Advisor's deferral, suspension and/or waiver of its fees and expense reimbursements, to fund distributions, the Company may use the proceeds from the Offering for such purposes. As of March 31, 2019, CFI’s remaining obligation pursuant to the distribution support agreement is limited to $1,892,344.

The following table provides a breakdown of the net change in the Company’s cash and cash equivalents:

During the three months ended March 31, 2019, net cash used in operating activities was $331,826, compared to $12,573 of net cash used in operating activities for the three months ended March 31, 2018. The change was primarily due to an increase in net income of $806,089, an increase in depreciation and amortization expenses related to real estate assets and liabilities and deferred financing costs totaling $864,973, and an increase in proceeds from investments in real estate-related assets of $63,206, offset by an increase in gains from investments in real estate-related assets of $211,358 and a net decrease in working capital accounts of $1,842,163 (see “—Results of Operations”).

Net cash used in investing activities was $17,080,113 for the three months ended March 31, 2019, compared to $17,293,930 for the three months ended March 31, 2018. The change was primarily due to a decrease in purchases of interest in real estate-related assets of $213,817 during the three months ended March 31, 2019, as compared to the three months ended March 31, 2018.

During the three months ended March 31, 2019, net cash provided by financing activities was $12,640,588, compared to $10,746,400 for the three months ended March 31, 2018. The change was primarily due to an increase in proceeds from common stock issued of $2,498,460.

The Company’s board of directors has authorized, and the Company has declared, distributions through August 14, 2019, in an amount equal to $0.004253787 per day (or approximately $1.55 on an annual basis) per share of Class A common stock, Class I common stock and Class T common stock, less, for holders of the shares of Class T common stock, the distribution fees that are payable with respect to shares of Class T common stock. The distributions are payable by the 5th business day following each month end to stockholders of record at the close of business each day during the prior month.

The amount of distributions payable to the Company’s stockholders is determined by the board of directors and is dependent on a number of factors, including funds available for distribution, the Company’s financial condition, capital expenditure requirements, requirements of Maryland law and annual distribution requirements needed to qualify and maintain its status as a REIT. The Company’s board of directors may reduce the amount of distributions paid or suspend distribution payments at any time, and therefore distribution payments are not assured.

Under the terms of the Distribution Support Agreement, if the cash distributions the Company pays for any calendar quarter exceed the Company’s MFFO for such quarter, CFI will purchase Class I shares following the end of such calendar quarter for a purchase price equal to the distribution shortfall. The distribution shortfall is defined in the Distribution Support Agreement as the amount by which the distributions paid on such shares exceed the MFFO for such quarter. In such instance, the Company may be paying distributions from proceeds of the shares purchased by CFI or its affiliates, not from cash flow from operations. Class I shares purchased by CFI pursuant to the Distribution Support Agreement will be eligible to receive all distributions payable by the Company with respect to Class I shares.

The following table summarizes our distributions declared during the three months ended March 31, 2019 and March 31, 2018.

During the three months ended March 31, 2019 the Company declared $1,368,762 of distributions to its shareholders (including those reinvested in shares pursuant to the DRP), compared to the Company’s total aggregate MFFO of $905,697 and the Company’s total aggregate net income of $50,657 for that period.

During the three months ended March 31, 2018 the Company declared $404,764 of distributions to its shareholders (including those reinvested in shares pursuant to the DRP), compared to the Company’s total negative aggregate MFFO of $680,978 and the Company’s total aggregate net loss of $755,432 for that period.

The Company has elected and qualified to be taxed as a REIT and complies with the related provisions under the Internal Revenue Code of 1986, as amended. The Company intends to operate in such a manner to qualify for taxation as a REIT, but no assurance can be given that the Company will operate in a manner so as to qualify or remain qualified as a REIT. In order to qualify and continue to qualify for taxation as a REIT, the Company must distribute annually at least 90% of the Company’s REIT taxable income. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, as well as federal income and excise taxes on its undistributed income.

Below is a discussion of the accounting policies that management believes are critical to the Company’s principal operations. The Company considers these policies critical because they involve significant judgments and assumptions, and they require estimates about matters that are inherently uncertain and they are important for understanding and evaluating the Company’s reported financial results. The accounting policies have been established to conform with U.S. GAAP. The preparation of the financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in the Company’s financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of the Company’s results of operations to those of companies in similar businesses.

The Advisor has agreed to pay, on behalf of the Company, all O&O Costs through the Escrow Break Anniversary. The Company was not required to reimburse the Advisor for payment of the O&O Costs prior to the Escrow Break Anniversary. After the Escrow Break Anniversary, the Advisor, in its sole discretion, may pay some or all of the additional O&O Costs incurred, but is not required to do so. To the extent the Advisor pays such additional O&O Costs, the Company is obligated to reimburse the Advisor subject to the 1% Cap. Following the Escrow Break Anniversary, the Company began reimbursing the Advisor for payment of the O&O Costs on a monthly basis, which will continue through the period ended May 18, 2021; provided, however, that the Company shall not be obligated to pay any amounts that as a result of such payment would cause the aggregate payments for O&O Costs (less selling commissions, dealer manager fees and distribution fees) paid to the Advisor to exceed the 1% Cap as of such payment date. Any amounts not reimbursed in any period shall be included in determining any reimbursement for a subsequent period. As of March 31, 2019, the Advisor has continued to pay all O&O Costs on behalf of the Company.

A Variable Interest Entity (“VIE”) is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The determination of whether an entity is a VIE includes both a qualitative and quantitative analysis. The Company bases the qualitative analysis on the Company’s review of the design of the entity, its organizational structure including decision-making ability and relevant financial agreements and the quantitative analysis on the forecasted cash flow of the entity. The Company will reassess the initial evaluation of an entity as a VIE upon the occurrence of certain reconsideration events. A VIE must be consolidated only by its primary beneficiary, which is defined as the party who, along with its affiliates and agents has both the: (i) power to direct the activities that most significantly impact the VIE’s economic performance and (ii) obligation to absorb the losses of the VIE or the right to receive the benefits from the VIE, which could be significant to the VIE. The Company will determine whether it is the primary beneficiary of a VIE by considering qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of its investment; the obligation or likelihood for us or other interests to provide financial support; consideration of the VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders and the similarity with and significance to the Company’s business activities and other interests. The Company will reassess the determination of whether it is the primary beneficiary of a VIE each reporting period. Significant judgments related to these determinations include estimates about the current and future fair value and performance of investments held by these VIE’s and general market conditions. As of March 31, 2019, the Company concluded that it did have investments in VIE’s and because the Company is not the primary beneficiary it did not consolidate such entities, as described in “Note 10—Variable Interest Entities” in its accompanying consolidated financial statements included in Part 1 - Item 1. “Financial Statements (Unaudited).”

Operating real estate will be carried at historical cost less accumulated depreciation. The Company follows the purchase method for an acquisition of operating real estate, where the purchase price is allocated to tangible assets such as land, building, tenant and land improvements and other identified intangibles. Major replacements and betterments which improve or extend the life of the asset are capitalized and depreciated over their useful life. Ordinary repairs and maintenance will be expensed as incurred. Operating real estate is depreciated using the straight-line method over the estimated useful lives of the assets.

Real estate debt investments will be generally intended to be held to maturity and, accordingly, will be carried at cost, net of unamortized loan fees, premium, discount and unfunded commitments. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve, if deemed appropriate. Real estate debt investments where the Company does not have the intent to hold the loan for the foreseeable future or until its expected payoff will be classified as held for sale and recorded at the lower of cost or estimated value.

The Company will classify its real estate securities investments as available for sale on the acquisition date, which will be carried at fair value. Unrealized gains (losses) will be recorded as a component of accumulated other comprehensive income, or OCI. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities are recorded in earnings.

The Company has performed a consolidation analysis in accordance with ASC Topic 810, Consolidation, as described in the “Variable Interest Entities” section of Note 2. The Company has determined, as a result of its analysis, that it is not the primary beneficiary of its investment in the DST, and therefore has not consolidated the entity. The Company has accounted for its investment in real estate-related assets, which is controlled and managed by CFI, under the equity method of accounting. In accordance with ASC Topic 323, Investments—Equity Method and Joint Ventures, the Company is able to exercise significant influence over these investees. Under the equity method, the investment is adjusted each period for capital contributions and distributions and its share of the entity’s net income (loss). Capital contributions, distributions and net income (loss) of such entities are recorded in accordance with the terms of the governing documents. An allocation of net income (loss) may differ from the stated ownership percentage interest in such entity as a result of preferred returns and allocation formulas, if any, as described in such governing documents. Investments in real estate-related assets are periodically reviewed for impairment based on projected cash flows from the underlying investment. If an impairment is identified, the carrying value of the investment will be reduced to the anticipated recoverable amount. As of March 31, 2019, no impairment has been identified.

The fair value option provides an election that allows a company to irrevocably elect fair value for certain financial assets and liabilities on an instrument-by-instrument basis at initial recognition. The Company will generally not elect the fair value option for its assets and liabilities. However, it may elect to apply the fair value option for certain investments. Any change in fair value for assets and liabilities for which the election is made is recognized in earnings.

The fair value of financial instruments is categorized based on the priority of the inputs to the valuation technique and categorized into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the Company’s consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows:

Level 2. Financial assets and liabilities whose values are based on the following:

Level 3. Prices or valuation techniques based on inputs that are both unobservable and significant to the overall fair value measurement.

Financial assets and liabilities recorded at fair value on a recurring or non-recurring basis will be classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Management will determine that prices are representative of fair value and assign the appropriate level in the fair value hierarchy through a review of available data, including observable and unobservable inputs, recent transactions, as well as its knowledge and experience of the market.

Rental and other income from operating real estate is derived from leasing of space to various types of tenants. The leases are for fixed terms of varying length and generally provide for annual rentals and expense reimbursements to be paid in monthly installments. Rental income from leases is recognized on a straight-line basis over the term of the respective leases.

Interest income is recognized on an accrual basis and any related premium, discount, origination costs and fees will be amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in earnings. The amortization of a premium or accretion of a discount will be discontinued if such loan is reclassified to held for sale.

The Company’s real estate portfolio is reviewed on a periodic basis, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if management’s estimate of the aggregate expected future undiscounted cash flow generated by the property is less than the carrying value. In conducting this review, management considers global macroeconomic factors, real estate sector conditions and asset specific and other factors including the tenant’s financial well being. To the extent an impairment has occurred, the loss is measured as the excess of the carrying value of the property over the estimated fair value and recorded in impairment on operating real estate in the Company’s consolidated statements of operations. An allowance for a doubtful account for a tenant receivable is established based on a periodic review of aged receivables resulting from estimated losses due to the inability of tenants to make required rent and other payments contractually due. Additionally, the Company establishes, on a current basis, an allowance for future tenant credit losses on unbilled rent receivable based on an evaluation of the collectability of such amounts.

Loans will be considered impaired when, based on current information and events, it is probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company assesses the credit quality of the portfolio and adequacy of loan loss reserves on a periodic basis. Significant judgment of management is required in this analysis. The Company considers the estimated net recoverable value of the loan as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the quality and financial condition of the borrower and tenants and the competitive situation of the area where the underlying collateral is located. Because this determination will be based on projections of future economic events, which are inherently subjective, the amount ultimately realized may differ materially from the carrying value as of the balance sheet date. If upon completion of the assessment, the estimated fair value of the underlying collateral is less than the net carrying value of the loan, a loan loss reserve will be recorded with a corresponding charge to provision for loan losses. The loan loss reserve for each loan will be maintained at a level that is determined to be adequate by management to absorb probable losses.

Income recognition will be suspended for a loan at the earlier of the date at which payments become 90-days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful. When the ultimate collectability of the principal of an impaired loan is in doubt, all payments will be applied to principal under the cost recovery method. When the ultimate collectability of the principal of an impaired loan is not in doubt, contractual interest will be recorded as interest income when received, under the cash basis method until an accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and/or legally discharged.

Real estate securities for which the fair value option is elected will not be evaluated for other-than-temporary impairment, or OTTI, as any change in fair value will be recorded in earnings.

Real estate securities for which the fair value option is not elected will be evaluated for OTTI periodically. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. When a security has been deemed to be other-than-temporarily impaired due to (i) or (ii), the security is written down to its fair value and an OTTI is recognized in earnings. In the case of (iii), the security is written down to its fair value and the amount of OTTI is then bifurcated into: (a) the amount related to expected credit losses and (b) the amount related to fair value adjustments in excess of expected credit losses. The portion of OTTI related to expected credit losses will be recognized in earnings. The remaining OTTI related to the valuation adjustment will be recognized as a component of accumulated OCI. Once the OTTI is recorded, this will become the new amortized cost basis, and the difference between the expected cash flows and the new amortized cost basis will be accreted through interest income.

Real estate securities which are not high-credit quality will be considered to have an OTTI if the security has an unrealized loss and there has been an adverse change in expected cash flow. The amount of OTTI will then be bifurcated as discussed above.

The Company has elected and qualified to be taxed as a REIT and complies with the related provisions under the Internal Revenue Code of 1986, as amended. As a REIT, the Company will not be subject to U.S. federal income tax with respect to the portion of the Company’s income that meets certain criteria and is distributed annually to stockholders. The Company intends to operate in a manner that allows it to meet the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex. The Company will monitor the business and transactions that may potentially impact the Company’s REIT status. If the Company were to fail to meet these requirements, it could be subject to U.S. federal income tax on the Company’s taxable income at regular corporate rates. The Company would not be able to deduct distributions paid to stockholders in any year in which it fails to qualify as a REIT. The Company would also be disqualified for the four taxable years following the year during which qualification was lost unless the Company was entitled to relief under specific statutory provisions.

The Company is and will remain an “Emerging Growth Company,” as defined in the JOBS Act, until the earliest to occur of (i) the last day of the fiscal year during which the Company’s total annual gross revenues equal or exceed $1 billion (subject to adjustment for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the Primary Offering; (iii) the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which the Company is deemed a large accelerated filer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Additionally, the Company is eligible to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Company has chosen to “opt out” of that extended transition period and as a result the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that the Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. Otherwise, the Company has not yet made a decision whether to take advantage of any or all of the exemptions available to it under the JOBS Act.

Some of the Company’s leases with tenants may contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the term of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). The Company may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. However, the Company’s net leases will generally require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce the Company’s exposure to increases in costs and operating expenses resulting from inflation.

As of March 31, 2019, the Company had no off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the Company’s financial condition, revenue and expenses, results of operations, liquidity, capital expenditures, or capital resources.

The following table presents the future principal payment due under the Company’s GR Loan, FM Loan, and CO Loan agreements as of March 31, 2019, which represents the Company’s aggregate contractual obligations and commitments with payments due subsequent to March 31, 2019.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. The Company’s interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to manage overall borrowing costs. To achieve these objectives, from time to time, the Company may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate interest rate risk with respect to various debt instruments. The Company would not hold or issue these derivative contracts for trading or speculative purposes. As of March 31, 2019, there are no such hedging contracts outstanding. The Company does not have any foreign operations and thus is not exposed to foreign currency fluctuations.

As of March 31, 2019, the Company had fixed rate debt of $52.1 million, and therefore, is not exposed to interest rate changes in LIBOR.

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction the Company’s cash flows or material losses to the Company.

As of March 31, 2019, the industry concentration of the Company’s investment was as follows:

As of March 31, 2019, the geographic concentration of the Company’s investments was as follows:

The factors considered in determining the credit risk of the Company’s tenants include, but are not limited to: payment history; credit status and change in status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. The credit risk of the Company’s portfolio is reduced by the high quality of the Company’s existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of the Company’s portfolio to identify potential problem tenants.

As of March 31, 2019, the Company’s portfolio of real estate assets was leased to the following tenants:

An evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon this evaluation, the CEO and CFO have concluded that the disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

There have not been any changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2019, we were not involved in any material legal proceedings.

The Company has disclosed in Part 1. Item 1A. – “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 333-214130), filed with the SEC, risk factors which materially affect its business, financial condition or results of operations. There have been no material changes from the risk factors previously disclosed, except as noted below. You should carefully consider the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2018 and the other information set forth elsewhere in this Quarterly Report on Form 10-Q. You should be aware that these risk factors and other information may not describe every risk facing the Company. Additional risks and uncertainties not currently known to the Company or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

If we pay cash distributions from sources other than our cash flow from operations, we will have less funds available for investments and our stockholders’ overall return may be reduced.

Our organizational documents do not restrict us from paying distributions from any source and do not restrict the amount of distributions we may pay from any source, including proceeds from the Offering or the proceeds from the issuance of securities in the future, other third party borrowings, advances from the Advisor or sponsor or from the Advisor’s deferral or waiver of its fees under the Advisory Agreement. Distributions paid from sources other than current or accumulated earnings and profits, particularly during the period before we have substantially invested the net proceeds from the Offering, may constitute a return of capital for tax purposes. From time to time, particularly during the period before we have substantially invested the net proceeds from the Offering, we may generate taxable income greater than our taxable income for financial reporting purposes, or our taxable income may be greater than our cash flow available for distribution to stockholders. In these situations, we may make distributions in excess of our cash flow from operations, investment activities and strategic financings to satisfy the REIT distribution requirement. In such an event, we would look first to other third party borrowings to fund these distributions. If we fund distributions from financings, the net proceeds from the Offering or sources other than our cash flow from operations, we will have less funds available for investment in income-producing commercial properties and other real estate-related assets and stockholders overall return may be reduced. In addition, if the aggregate amount of cash we distribute to stockholders in any given year exceeds the amount of our taxable income generated during the year, the excess amount will either be (1) a return of capital or (2) a gain from the sale or exchange of property to the extent that a stockholder’s basis in our common stock equals or is reduced to zero as the result of our current or prior year distributions. Such distributions may effectively dilute or reduce the value of the stockholders remaining interest in our company’s net asset value.

Pursuant to the Distribution Support Agreement, in certain circumstances where our cash distributions exceed MFFO, our sponsor will purchase up to $5.0 million of Class I shares (which includes the shares our sponsor has purchased in order to satisfy the minimum offering) at the then current offering price per Class I share net of dealer manager fees to provide additional cash to support distributions to our stockholders. The sale of these shares will result in the dilution of the ownership interests of our public stockholders. Upon termination or expiration of the distribution support agreement, we may not have sufficient cash available to pay distributions at the rate we had paid during preceding periods or at all. If we pay distributions from sources other than our cash flow from operations, we will have less cash available for investments, we may have to reduce our distribution rate, our net asset value may be negatively impacted and our stockholders overall return may be reduced. As of March 31, 2019, the Company has declared distributions of $4,859,251, of which 60% were paid using proceeds from the Offering.

Our NAV per share may materially change from quarter to quarter if the valuations of our properties materially change from prior valuation or the actual operating results materially differ from what we originally budgeted, including as a result of the Advisor invoicing us for previously unbilled operating expenses.

It is possible that the annual appraisals of our properties may not be spread evenly throughout the year and may differ from the most recent quarterly valuation. As such, when these appraisals are reflected in our Independent Valuation Firm’s valuation of our real estate portfolio, there may be a material change in our NAV per share for each class of our common stock. Property valuation changes can occur for a variety reasons, such as local real estate market conditions, the financial condition of our tenants, or lease expirations. For example, we will regularly face lease expirations across our portfolio, and as we move further away from lease commencement toward the end of a lease term, the valuation of the underlying property will be expected to drop depending on the likelihood of a renewal or a new lease on similar terms. Such a valuation drop can be particularly significant when closer to a lease expiration, especially for single tenant buildings or where an individual tenant occupies a large portion of a building. We are at the greatest risk of these valuation changes during periods in which we have a large number of lease expirations as well as when the lease of a significant tenant is closer to expiration. Similarly, if a tenant will have an option in the future to purchase one of our properties from us at a price that is less than the current valuation of the property, then if the value of the property exceeds the option price, the valuation will be expected to decline and begin to approach the purchase price as the date of the option approaches.

In addition, actual operating results may differ from what we originally budgeted, which may cause a material increase or decrease in the NAV per share amounts. We accrue estimated income and expenses on a quarterly basis based on annual budgets as adjusted from time to time to reflect changes in the business throughout the year. On a periodic basis, we adjust the income and expense accruals we estimated to reflect the income and expenses actually earned and incurred. We will not retroactively adjust the NAV per share of each class for any adjustments. Therefore, because actual results from operations may be better or worse than what we previously budgeted, the adjustment to reflect actual operating results may cause the NAV per share for each class of our common stock to increase or decrease.

Our amended and restated Advisory Agreement provides that any operating expenses which have not been invoiced by the Advisor will not become our obligations. Without these provisions in our amended and restated Advisory Agreement, such operating expenses, if invoiced, would likely be recorded as liabilities of ours, which, in turn, would likely have a negative effect on our NAV per share. Our amended and restated Advisory Agreement provides that the Advisor will not invoice us for any reimbursement if the impact of such would result in the incurrence of an obligation in an amount that would result in our NAV per share for any class of shares to be less than $25.00. We may, however, incur and record an obligation to reimburse the Advisor, even if it would result in our NAV per share for any class of shares for such quarter to be less than $25.00, if our board of directors determines that the reasons for the decrease of our NAV per share below $25.00 were unrelated to our obligation to reimburse the Advisor for operating expenses. Our amended and restated Advisory Agreement also provides that the Advisor may be reimbursed for previously unbilled operating expenses for prior periods in any subsequent quarter, subject to certain limitations, including the limitation related to the NAV per share of $25.00 referenced above and the 2%/25% Guidelines. The incurrence of previously unbilled operating expenses likely will have a negative effect on our NAV per share. As of March 31, 2019, the Advisor has incurred $4,958,242 of Unreimbursed Operating Expenses, including $601,082 of Unreimbursed Operating Expenses incurred during the quarter ended March 31, 2019 that have not been invoiced to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of Registered Securities.

During the three months ended March 31, 2019, the Company did not complete any sales of unregistered securities.

On March 23, 2017, the Company’s Registration Statement on Form S-11 (File No. 333-214310), was declared effective by the SEC. On May 18, 2017, the Company satisfied the Minimum Offering Requirement as a result of CFI purchasing $2.0 million in Class I shares at $25.00 per share. As of March 31, 2019, the Company’s NAV was $25.28 per Class A share, $25.26 per Class T share and $25.28 per Class I share, plus applicable selling commissions and dealer manager fees. Effective May 22, 2019, the new offering price will be $26.61 per Class A share, $25.78 per Class T share and $25.28 per Class I share.

During the three months ended March 31, 2019, the Company issued the following shares of common stock and raised the following gross proceeds in connection with the Offering:

For the period from the commencement of the Offering through March 31, 2019, the Company issued 3,993,492 shares of common stock generating total gross proceeds of $103,101,431 in the Offering.

During this time, the Company also incurred $3,292,634 in selling commissions net of Sponsor Support, and incurred $1,059,795 of distribution fees, in connection with the issuance and distribution of our registered securities. The Company made reimbursement payments of $201,321 for organization and offering expenses to the Advisor.

The net proceeds received from the Offering, after deducting the total expenses incurred as described above, were $98,547,681.

During the three months ended March 31, 2019, the Company used proceeds of $17,080,113 to purchase interests in real estate-related assets, and the ending cash and cash equivalents balance decreased by $4,771,351 from December 31, 2018.

During the three months ended March 31, 2019, the Company did not receive any requests to repurchase any shares of its common stock.

The exhibits listed below are included, or incorporated by reference, in this Quarterly Report on Form 10-Q.

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K).

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Maryland		81-1310268
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

110 E. 59^th Street, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

		Page

PART I - FINANCIAL INFORMATION		3

Item 1. Financial Statements (Unaudited)		3

Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018		3

Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and March 31, 2018		4

Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2019 and March 31, 2018		6

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and March 31, 2018		6

Notes to Consolidated Financial Statements		7

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.		36

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		68

Item 4. Controls and Procedures.		69

PART II - OTHER INFORMATION		70

Item 1. Legal Proceedings.		70

Item 1A. Risk Factors.		70

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		71

Item 3. Defaults Upon Senior Securities.		72

Item 4. Mine Safety Disclosures.		72

Item 5. Other Information.		72

Item 6. Exhibits.		72

Signatures		74

Description		Depreciable Life
Buildings		39 years
Site improvements		Over lease term
Intangible lease assets and liabilities		Over lease term

	March 31, 2019			December 31, 2018
Building and building improvements	$	86,672,153		$	86,672,153
Land		12,710,127			12,710,127
Total		99,382,280			99,382,280
Accumulated depreciation		(1,518,868	)		(791,575	)
Investment in real estate, net	$	97,863,412		$	98,590,705

	3596 Alpine Avenue
Building and building improvements	$	5,769,179
Land		934,021
In-place lease intangibles		864,148
Above-market lease intangibles		451,899
Total acquisition cost	$	8,019,247

	2477 Deerfield Drive
Building and building improvements	$	30,301,872
Land		4,253,467
In-place lease intangibles		4,735,363
Total acquisition cost	$	39,290,702

	3075 Loyalty Circle
Building and building improvements	$	39,086,467
Land		5,807,930
In-place lease intangibles		5,466,650
Below-market lease intangibles		(3,355,137	)
Total acquisition cost	$	47,005,910

	651 E. Corporate Drive
Building and building improvements	$	11,514,635
Land		1,714,709
In-place lease intangibles		1,395,605
Below-market lease intangibles		(469,179	)
Total acquisition cost	$	14,155,770

	March 31, 2019			December 31, 2018
Intangible assets:
In-place lease intangibles	$	12,461,766		$	12,461,766
Above-market lease intangibles		451,899			451,899
Total intangible assets		12,913,665			12,913,665
Accumulated amortization:
In-place lease amortization		(559,197	)		(295,726	)
Above-market lease amortization		(51,754	)		(44,181	)
Total accumulated amortization		(610,951	)		(339,907	)
Intangible assets, net	$	12,302,714		$	12,573,758

Year	In-place Lease Intangibles		Above-market Lease Intangibles		Total
2019 (remaining)	$	790,412	$	22,720	$	813,132
2020		1,053,883		30,295		1,084,178
2021		1,053,883		30,295		1,084,178
2022		1,053,883		30,295		1,084,178
2023		1,053,883		30,295		1,084,178
Thereafter		6,896,625		256,245		7,152,870
	$	11,902,569	$	400,145	$	12,302,714

	March 31, 2019			December 31, 2018
Intangible liabilities:
Below-market lease intangibles	$	3,824,316		$	3,824,316
Accumulated amortization:
Below-market lease amortization		(88,353	)		(15,278	)
Intangible liabilities, net	$	3,735,963		$	3,809,038

Year	Below-market Lease Intangibles
2019 (remaining)	$	219,227
2020		292,302
2021		292,302
2022		292,302
2023		292,302
Thereafter		2,347,528
	$	3,735,963

Year	GR Property		FM Property		CO Property		Lewisville Property		Total
2019 (remaining)	$	375,000	$	1,845,891	$	2,361,834	$	666,941	$	5,249,666
2020		500,000		2,509,240		3,179,980		889,255		7,078,475
2021		500,000		2,560,296		3,214,006		915,933		7,190,235
2022		500,000		2,611,352		3,248,395		915,933		7,275,680
2023		500,000		2,663,909		3,283,153		943,411		7,390,473
Thereafter		4,250,000		14,136,439		30,264,651		4,358,982		53,010,072
Total	$	6,625,000	$	26,327,127	$	45,552,019	$	8,690,455	$	87,194,601

Location	Rentable Square Feet		Annualized Rental Income (first 5 lease years)
Allendale, Michigan		14,695	$	343,175
Cincinnati, Ohio		14,815	$	317,138
Edmond, Oklahoma		14,471	$	291,424
Lawton, Oklahoma		15,050	$	304,095
Marquette, Michigan		14,990	$	333,116
McAlester, Oklahoma		14,796	$	288,528
Russellville, Arkansas		14,720	$	318,482
Total		103,537	$	2,195,958

Year	Future Minimum Rents
2019 (remaining)	$	1,646,968
2020		2,195,958
2021		2,209,683
2022		2,305,756
2023		2,305,756
Thereafter		18,970,609
Total	$	29,634,730

Location:		Grand Rapids, MI
Sector:		Retail
Acquisition Date:		July 2017
Acquisition Purchase Price:		$8,019,247
Sq. Feet:		14,552 sq. ft.

	Three Months Ended March 31, 2019
Net Income	$	50,657
Adjustments:
Real estate depreciation and amortization		986,152
Funds from Operations	$	1,036,809

Components of NAV	March 31, 2019
Investment in real estate	$	112,580,000
Investments in real estate-related assets		34,002,688
Cash and cash equivalents		9,275,415
Other assets		690,251
Debt obligations		(53,311,503	)
Due to related parties⁽¹⁾		(445,400	)
Accounts payable and other liabilities		(1,381,804	)
Distribution fee payable the following month⁽²⁾		(22,532	)
Non-controlling interests in subsidiaries		(249,605	)
Sponsor Support repayment / special unit holder interest in liquidation		—
Net Asset Value	$	101,137,510
Number of outstanding shares		4,001,672

NAV Per Share	Class A Shares			Class T Shares			Class I Shares			Total
Total Gross Assets at Fair Value	$	93,604,184		$	41,369,475		$	21,574,695		$	156,548,354
Distribution fees due and payable		—			(22,532	)		—			(22,532	)
Debt obligations		(31,876,284	)		(14,088,100	)		(7,347,119	)		(53,311,503	)
Due to related parties		(266,315	)		(117,702	)		(61,383	)		(445,400	)
Accounts payable and other liabilities		(826,215	)		(365,156	)		(190,433	)		(1,381,804	)
Non-controlling interests in subsidiaries		(149,245	)		(65,961	)		(34,399	)		(249,605	)
Quarterly NAV	$	60,486,125		$	26,710,024		$	13,941,361		$	101,137,510
Number of outstanding shares		2,392,700			1,057,482			551,490			4,001,672
NAV per share	$	25.28		$	25.26		$	25.28

Reconciliation of Stockholders’ Equity to NAV	March 31, 2019
Stockholders’ equity under U.S. GAAP	$	92,055,462
Adjustments:
Unrealized appreciation of real estate		4,676,888
Unrealized appreciation of real estate-related assets		3,782,451
Organization and offering costs		767,119
Acquisition costs		(748,397	)
Deferred financing costs, net		(482,968	)
Accrued distribution fee⁽¹⁾		841,401
Accumulated depreciation and amortization		2,041,466
Fair value adjustment of debt obligations		(1,261,503	)
Deferred rent receivable		(464,684	)
Non-controlling interests in subsidiaries		(69,725	)
NAV	$	101,137,510

	Three Months Ended March 31, 2019
Cash flows from operating activities	$	(331,826	)
Cash flows from investing activities		(17,080,113	)
Cash flows from financing activities		12,640,588
Increase in cash and cash equivalents	$	(4,771,351	)

	Three Months Ended March 31, 2018					Three Months Ended March 31, 2019
	Amount		Percent			Amount		Percent
Distributions
Paid in cash	$	122,761		30	%	$	403,240		30	%
Payable		156,897		39	%		497,096		36	%
Reinvested in shares		125,106		31	%		468,426		34	%
Total distributions	$	404,764		100	%	$	1,368,762		100	%
Sources of Distributions:
Operating cash flows	$	—		0	%	$	—		0	%
Offering proceeds pursuant to Distribution Support Agreement⁽¹⁾		—		0	%		—		0	%
Offering proceeds		404,764		100	%		1,368,762		100	%
Total sources of distributions	$	404,764		100	%	$	1,368,762		100	%

Exhibit No.		Description
3.1		Second Articles of Amendment and Restatement of Rodin Global Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017)

3.2		Articles of Amendment to the Second Articles of Amendment and Restatement of Rodin Global Property Trust, Inc., dated June 6, 2018 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2018)

3.3		Second Amended and Restated Bylaws of Rodin Global Property Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017)

4.1		Form of Subscription Agreement (included as Appendix A to the Prospectus dated April 23, 2019, filed with the SEC on April 24, 2019 and incorporated by reference herein)

4.2		Form of Distribution Reinvestment Plan (included as Appendix B to the Prospectus dated April 23, 2019, filed with the SEC on April 24, 2019 and incorporated by reference herein)

10.1		Loan Agreement between 3075 Loyalty Circle Owner, LLC and Cantor Commercial Real Estate Lending, L.P., dated July 31, 2018 (incorporated by reference to Exhibit 10.12 to the Company’s Post-Effective Amendment No. 7 to the Registration Statement on Form S-11 (File No. 333-214130) filed with the SEC on January 28, 2019)

10.2*		Reimbursement Agreement, dated April 30, 2019, by and between Rodin Global Property Trust, Inc. and CF Real Estate Holdings, LLC.

10.3*		Consent and Assumption Agreement, dated April 30, 2019, by and among 3596 Alpine Ave, LLC, CF Real Estate Holdings, LLC, Rodin Global Property Trust, Inc. and Wells Fargo Bank, National Association, as Trustee for the Benefit of the Registered Holders of UBS Commercial Mortgage Trust 2017-C2, Commercial Mortgage Pass-through Certificates, Series 2017-C2, whose Master Servicer is Midland Loan Services, a division of PNC Bank, National Association.

10.4*		Guaranty Agreement, dated as of April 30, 2019, by Rodin Global Property Trust, Inc. in favor of Wells Fargo Bank, National Association, as Trustee for the Registered Holders of Morgan Stanley Capital I Trust 2018-L1, Commercial Mortgage Pass-through Certificates, Series 2018-L1.

10.5*		Environmental Indemnity Agreement, dated as of April 30, 2019, by 3075 Loyalty Circle Owner, LLC and Rodin Global Property Trust, Inc. in favor of Wells Fargo Bank, National Association, as Trustee for the Registered Holders of Morgan Stanley Capital I Trust 2018-L1, Commercial Mortgage Pass-through Certificates, Series 2018-L1.

31.1*		Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*		Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following materials from Rodin Global Property Trust, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2019 are formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Changes in Equity; (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

	RODIN GLOBAL PROPERTY TRUST, INC.

	By:	/s/ Howard W. Lutnick
		Howard W. Lutnick
		Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)

	By:	/s/ Steven Bisgay
		Steven Bisgay
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Dated: May 15, 2019